STOCK TITAN

[424B2] Goldman Sachs Group Inc. Prospectus Supplement

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
424B2
Rhea-AI Filing Summary

GS Finance Corp., a wholly owned subsidiary of The Goldman Sachs Group, Inc., is offering $1.496 million of principal-protected, equity-linked Market Linked Notes – Upside Participation to a Cap (Series F) that mature on 7 July 2028. The notes are tied to the lowest performing of three mega-cap technology stocks—Amazon.com (AMZN), Microsoft (MSFT) and NVIDIA (NVDA). Key commercial terms are:

  • Face amount: $1,000 per note, issued at par.
  • Upside participation: 100% of any positive return in the worst-performing stock, capped at 38.80% (maximum redemption = $1,388).
  • Principal protection: Full return of face amount at maturity even if the reference stock declines, subject only to issuer and guarantor credit risk.
  • Starting prices (1 Jul 25): AMZN $220.46, MSFT $492.05, NVDA $153.30.
  • Calculation day: 3 Jul 28; maturity payment is based solely on the closing price of the lowest performer on that day.
  • No coupons or dividends: investors forgo periodic income and any distributions on the stocks.
  • Estimated value: $944 per $1,000, about 5.6% below issue price; difference reflects underwriting fee (3.325%), selling concessions and structuring costs.
  • Distribution: Goldman Sachs & Co. LLC is lead underwriter; Wells Fargo Securities acts as selling agent. Total underwriting discount = $49,742.
  • Tax: Treated as contingent payment debt instruments (CPDI); holders accrue OID based on a comparable yield of 4.40% p.a., compounding semi-annually.

Investment profile: the product seeks to attract investors who (1) want equity upside with capital preservation, (2) are comfortable with a four-year lock-up, (3) accept a hard cap on returns, (4) can evaluate issuer/guarantor credit and complex tax treatment, and (5) understand that performance depends only on the worst-performing share.

Principal risks cited include credit exposure to GS Finance Corp. and its parent, secondary-market illiquidity, valuation below issue price, correlation risk among the three stocks, limited upside because of the cap, zero interim cash flow, and the need to hold to maturity to realize principal protection. The pricing supplement emphasises that the estimated value will decline to the model value once the initial selling concession amortises by 30 Sep 25, and GS&Co. is not obliged to make a market.

GS Finance Corp., una controllata interamente posseduta da The Goldman Sachs Group, Inc., offre 1,496 milioni di dollari in Market Linked Notes – Partecipazione al rialzo con limite massimo (Serie F) a capitale protetto, con scadenza il 7 luglio 2028. Le note sono collegate alla performance peggiore tra tre azioni tecnologiche mega-cap: Amazon.com (AMZN), Microsoft (MSFT) e NVIDIA (NVDA). I termini commerciali principali sono:

  • Importo nominale: 1.000 dollari per nota, emesse a valore nominale.
  • Partecipazione al rialzo: 100% di qualsiasi rendimento positivo dell’azione peggiore, con un limite massimo del 38,80% (rimborso massimo = 1.388 dollari).
  • Protezione del capitale: rimborso completo del valore nominale a scadenza anche se l’azione di riferimento scende, salvo rischio di credito dell’emittente e garante.
  • Prezzi iniziali (1 lug 25): AMZN 220,46$, MSFT 492,05$, NVDA 153,30$.
  • Giorno di calcolo: 3 lug 28; il pagamento a scadenza si basa esclusivamente sul prezzo di chiusura dell’azione peggiore in quella data.
  • Nessun coupon o dividendo: gli investitori rinunciano a redditi periodici e distribuzioni azionarie.
  • Valore stimato: 944$ per ogni 1.000$, circa il 5,6% sotto il prezzo di emissione; la differenza riflette commissioni di sottoscrizione (3,325%), concessioni di vendita e costi di strutturazione.
  • Distribuzione: Goldman Sachs & Co. LLC è il sottoscrittore principale; Wells Fargo Securities agisce come agente di vendita. Sconto totale di sottoscrizione = 49.742$.
  • Fiscalità: trattati come strumenti di debito a pagamento condizionato (CPDI); i detentori accumulano OID basato su un rendimento comparabile del 4,40% annuo, con capitalizzazione semestrale.

Profilo d’investimento: il prodotto è rivolto a investitori che (1) desiderano un potenziale di crescita azionaria con preservazione del capitale, (2) accettano un vincolo di quattro anni, (3) accettano un limite massimo ai rendimenti, (4) sono in grado di valutare il rischio di credito dell’emittente/garante e la complessità fiscale, e (5) comprendono che la performance dipende solo dall’azione con la performance peggiore.

Principali rischi includono l’esposizione creditizia verso GS Finance Corp. e la sua capogruppo, l’illiquidità nel mercato secondario, la valutazione inferiore al prezzo di emissione, il rischio di correlazione tra le tre azioni, il rendimento limitato a causa del tetto, l’assenza di flussi di cassa intermedi e la necessità di mantenere l’investimento fino a scadenza per garantire la protezione del capitale. Il supplemento al prezzo sottolinea che il valore stimato diminuirà fino al valore di modello una volta che la concessione iniziale di vendita sarà ammortizzata entro il 30 settembre 2025, e che GS&Co. non è obbligata a garantire un mercato.

GS Finance Corp., una subsidiaria propiedad total de The Goldman Sachs Group, Inc., ofrece 1,496 millones de dólares en Notas Vinculadas al Mercado – Participación al Alza con Tope (Serie F) protegidas en principal, con vencimiento el 7 de julio de 2028. Las notas están vinculadas al rendimiento más bajo entre tres acciones tecnológicas mega-cap: Amazon.com (AMZN), Microsoft (MSFT) y NVIDIA (NVDA). Los términos comerciales clave son:

  • Monto nominal: 1,000 dólares por nota, emitidas a la par.
  • Participación al alza: 100% de cualquier retorno positivo de la acción con peor desempeño, con un límite máximo del 38.80% (redención máxima = 1,388 dólares).
  • Protección del principal: devolución completa del monto nominal al vencimiento incluso si la acción de referencia baja, sujeto solo al riesgo crediticio del emisor y garante.
  • Precios iniciales (1 jul 25): AMZN 220.46$, MSFT 492.05$, NVDA 153.30$.
  • Día de cálculo: 3 jul 28; el pago al vencimiento se basa únicamente en el precio de cierre de la acción con peor desempeño ese día.
  • Sin cupones ni dividendos: los inversionistas renuncian a ingresos periódicos y a distribuciones de las acciones.
  • Valor estimado: 944$ por cada 1,000$, aproximadamente 5.6% por debajo del precio de emisión; la diferencia refleja la comisión de suscripción (3.325%), concesiones de venta y costos de estructuración.
  • Distribución: Goldman Sachs & Co. LLC es el suscriptor principal; Wells Fargo Securities actúa como agente de venta. Descuento total de suscripción = 49,742$.
  • Fiscalidad: tratados como instrumentos de deuda con pago contingente (CPDI); los tenedores acumulan OID basado en un rendimiento comparable del 4.40% anual, con capitalización semestral.

Perfil de inversión: el producto está dirigido a inversores que (1) buscan potencial de crecimiento en acciones con preservación del capital, (2) aceptan un bloqueo de cuatro años, (3) aceptan un tope estricto en los rendimientos, (4) pueden evaluar el riesgo crediticio del emisor/garante y el tratamiento fiscal complejo, y (5) entienden que el desempeño depende solo de la acción con peor rendimiento.

Riesgos principales incluyen la exposición crediticia a GS Finance Corp. y su matriz, la iliquidez en el mercado secundario, valoración por debajo del precio de emisión, riesgo de correlación entre las tres acciones, rendimiento limitado por el tope, ausencia de flujos de caja intermedios y la necesidad de mantener hasta el vencimiento para garantizar la protección del principal. El suplemento de precios enfatiza que el valor estimado disminuirá hasta el valor modelo una vez que la concesión inicial de venta se amortice para el 30 de septiembre de 2025, y que GS&Co. no está obligado a proveer mercado.

GS Finance Corp.는 The Goldman Sachs Group, Inc.의 전액 출자 자회사로, 1,496만 달러 규모의 원금보장형 주식연계 시장연계노트 – 상한선이 있는 상승참여형 (시리즈 F)를 2028년 7월 7일 만기일로 발행합니다. 이 노트는 아마존(AMZN), 마이크로소프트(MSFT), 엔비디아(NVDA) 세 개의 대형 기술주 중 최저 성과 주식에 연동됩니다. 주요 상업 조건은 다음과 같습니다:

  • 액면가: 노트당 1,000달러, 액면가로 발행.
  • 상승참여율: 최저 성과 주식의 긍정적 수익 100%, 상한 38.80% 적용 (최대 상환금액 = 1,388달러).
  • 원금보호: 만기 시 주가 하락 시에도 액면가 전액 반환, 단 발행자 및 보증인 신용위험 제외.
  • 기준가격 (2025년 7월 1일): AMZN $220.46, MSFT $492.05, NVDA $153.30.
  • 평가일: 2028년 7월 3일; 만기 지급액은 해당일 최저 성과 주식의 종가 기준 산정.
  • 쿠폰 및 배당 없음: 투자자는 정기 수익과 주식 배당을 포기.
  • 추정 가치: 1,000달러당 944달러, 발행가 대비 약 5.6% 낮음; 차액은 인수 수수료(3.325%), 판매 수수료 및 구조화 비용 반영.
  • 배포: Goldman Sachs & Co. LLC가 주간사이며, Wells Fargo Securities가 판매 대행. 총 인수 할인액 = 49,742달러.
  • 세무: 조건부 지급 부채상품(CPDI)으로 취급; 보유자는 연 4.40% 복리 반기 기준 유사 수익률에 따른 원금할인액(OID) 누적.

투자 프로필: 이 상품은 (1) 주식 상승 잠재력과 원금 보존을 원하는 투자자, (2) 4년 락업에 동의하는 투자자, (3) 수익 상한을 수용하는 투자자, (4) 발행자/보증인 신용위험 및 복잡한 세무 처리를 평가할 수 있는 투자자, (5) 성과가 오직 최저 성과 주식에만 의존함을 이해하는 투자자를 대상으로 합니다.

주요 위험으로는 GS Finance Corp. 및 모회사에 대한 신용 위험, 2차 시장 유동성 부족, 발행가 이하 평가, 세 종목 간 상관관계 위험, 상한으로 인한 제한된 상승 잠재력, 중간 현금 흐름 없음, 만기까지 보유해야 원금 보호가 실현된다는 점이 포함됩니다. 가격 보충 설명서에는 초기 판매 수수료가 2025년 9월 30일까지 상각되면 추정 가치가 모델 가치로 하락하며, GS&Co.는 시장 조성을 의무화하지 않는다고 명시되어 있습니다.

GS Finance Corp., filiale à 100 % de The Goldman Sachs Group, Inc., propose 1,496 million de dollars de Market Linked Notes – Participation à la hausse avec plafond protégées en capital (Série F) arrivant à échéance le 7 juillet 2028. Ces notes sont liées à la performance la plus faible parmi trois actions technologiques de grande capitalisation – Amazon.com (AMZN), Microsoft (MSFT) et NVIDIA (NVDA). Les principaux termes commerciaux sont :

  • Montant nominal : 1 000 $ par note, émises à leur valeur nominale.
  • Participation à la hausse : 100 % de tout rendement positif de l’action la moins performante, plafonné à 38,80 % (rachat maximal = 1 388 $).
  • Protection du capital : remboursement intégral du montant nominal à l’échéance même si le cours de l’action de référence baisse, sous réserve du risque de crédit de l’émetteur et du garant.
  • Prix de départ (1er juil. 25) : AMZN 220,46 $, MSFT 492,05 $, NVDA 153,30 $.
  • Jour de calcul : 3 juil. 28 ; le paiement à l’échéance est basé uniquement sur le cours de clôture de l’action la moins performante ce jour-là.
  • Pas de coupons ni dividendes : les investisseurs renoncent aux revenus périodiques et à toute distribution sur les actions.
  • Valeur estimée : 944 $ pour 1 000 $, environ 5,6 % en dessous du prix d’émission ; la différence reflète les frais de souscription (3,325 %), concessions de vente et coûts de structuration.
  • Distribution : Goldman Sachs & Co. LLC est le souscripteur principal ; Wells Fargo Securities agit en tant qu’agent de vente. Remise totale à l’émission = 49 742 $.
  • Fiscalité : traités comme des instruments de dette à paiement conditionnel (CPDI) ; les détenteurs accumulent un OID basé sur un rendement comparable de 4,40 % par an, capitalisé semestriellement.

Profil d’investissement : le produit s’adresse aux investisseurs qui (1) recherchent une participation à la hausse avec préservation du capital, (2) acceptent une période de blocage de quatre ans, (3) acceptent un plafond strict sur les rendements, (4) sont capables d’évaluer le risque de crédit de l’émetteur/du garant et la complexité fiscale, et (5) comprennent que la performance dépend uniquement de l’action la moins performante.

Principaux risques cités comprennent l’exposition au risque de crédit envers GS Finance Corp. et sa société mère, l’illiquidité sur le marché secondaire, une valorisation inférieure au prix d’émission, le risque de corrélation entre les trois actions, un potentiel de hausse limité du fait du plafond, l’absence de flux de trésorerie intermédiaires et la nécessité de conserver jusqu’à l’échéance pour bénéficier de la protection du capital. Le supplément de prix souligne que la valeur estimée diminuera jusqu’à la valeur modèle une fois que la concession initiale de vente sera amortie au 30 septembre 2025, et que GS&Co. n’est pas obligé d’assurer un marché.

GS Finance Corp., eine hundertprozentige Tochtergesellschaft der The Goldman Sachs Group, Inc., bietet 1,496 Millionen US-Dollar an prinzipgeschützten, aktiengebundenen Market Linked Notes – Aufwärtsbeteiligung mit Cap (Serie F) an, die am 7. Juli 2028 fällig werden. Die Notes sind an die schlechteste Performance von drei Mega-Cap-Technologieaktien gebunden – Amazon.com (AMZN), Microsoft (MSFT) und NVIDIA (NVDA). Die wichtigsten kommerziellen Bedingungen sind:

  • Nennwert: 1.000 USD pro Note, zum Nennwert ausgegeben.
  • Aufwärtsbeteiligung: 100 % der positiven Rendite der schlechtesten Aktie, begrenzt auf 38,80 % (maximaler Rückzahlungsbetrag = 1.388 USD).
  • Kapitalschutz: Volle Rückzahlung des Nennwerts bei Fälligkeit, auch wenn der Referenzaktienkurs fällt, vorbehaltlich des Kreditrisikos des Emittenten und Garanten.
  • Startpreise (1. Juli 25): AMZN 220,46 USD, MSFT 492,05 USD, NVDA 153,30 USD.
  • Berechnungstag: 3. Juli 28; die Zahlung bei Fälligkeit basiert ausschließlich auf dem Schlusskurs der schlechtesten Aktie an diesem Tag.
  • Keine Kupons oder Dividenden: Investoren verzichten auf periodische Erträge und Ausschüttungen der Aktien.
  • Geschätzter Wert: 944 USD pro 1.000 USD, etwa 5,6 % unter dem Ausgabepreis; die Differenz spiegelt Underwriting-Gebühren (3,325 %), Verkaufskonzessionen und Strukturierungskosten wider.
  • Distribution: Goldman Sachs & Co. LLC ist der Hauptzeichner; Wells Fargo Securities fungiert als Verkaufsagent. Gesamtes Underwriting-Discount = 49.742 USD.
  • Steuer: Behandelt als contingent payment debt instruments (CPDI); Inhaber akkumulieren OID basierend auf einer vergleichbaren Rendite von 4,40 % p.a. mit halbjährlicher Verzinsung.

Investitionsprofil: Das Produkt richtet sich an Anleger, die (1) Aktienaufwärtspotenzial mit Kapitalerhalt wünschen, (2) sich mit einer vierjährigen Bindung wohlfühlen, (3) eine feste Obergrenze der Renditen akzeptieren, (4) das Kreditrisiko des Emittenten/Garanten und die komplexe steuerliche Behandlung bewerten können und (5) verstehen, dass die Performance nur von der schlechtesten Aktie abhängt.

Hauptsächliche Risiken umfassen das Kreditrisiko gegenüber GS Finance Corp. und dessen Muttergesellschaft, Illiquidität am Sekundärmarkt, Bewertung unter dem Ausgabepreis, Korrelationsrisiko zwischen den drei Aktien, begrenztes Aufwärtspotenzial aufgrund des Caps, keine Zwischenzahlungen und die Notwendigkeit, bis zur Fälligkeit zu halten, um den Kapitalschutz zu realisieren. Das Preissupplement betont, dass der geschätzte Wert auf den Modellwert sinken wird, sobald die anfängliche Verkaufskonzession bis zum 30. September 2025 amortisiert ist, und dass GS&Co. nicht verpflichtet ist, einen Markt zu stellen.

Positive
  • 100% principal protection at maturity, barring issuer/guarantor default.
  • 38.8% maximum upside allows equity participation while limiting downside risk.
  • Investment-grade credit of Goldman Sachs supports repayment capacity.
Negative
  • Estimated fair value ($944) sits 5.6% below issue price, implying negative carry at purchase.
  • Return capped at 38.8%; excess stock gains accrue to issuer, not investor.
  • Worst-performer methodology removes diversification benefit and could negate upside even if two stocks rise.
  • No periodic coupons or dividends, reducing total return versus direct equity or fixed-income alternatives.
  • Secondary-market illiquidity likely; GS is not obligated to make a market.
  • Complex CPDI tax treatment triggers phantom income and ordinary interest tax.

Insights

TL;DR Principal-protected note offering capped 38.8% upside; pays no income; priced ~6% above model value—neutral risk/reward for conservative equity exposure.

The structure provides guaranteed return of principal with 100% participation up to a modest cap. Because payoff depends on the lowest performer, historical diversification benefits between AMZN, MSFT and NVDA are largely nullified at maturity; investors effectively take single-stock downside risk. Valuation shows investors pay a 56 bp p.a. premium (issue price vs. $944 model value over 3.99 years), equal to funding sales concessions and structuring costs. Credit quality is strong (Goldman Sachs senior unsecured), but spread widening could still impair secondary prices. Overall attractiveness hinges on one’s view that worst-case stock could rise ≤39% in four years; otherwise direct equity or a CD may offer better risk-adjusted returns.

TL;DR Limited 38.8% cap, no interim cash, worst-of design—pricing favours issuer; risk/return skews negative unless investor prioritises capital protection.

The ‘worst-of’ feature statistically reduces expected upside versus a single-stock or basket note, yet the participation rate remains 100%—effectively charging investors for diversification they do not receive. The 3.325% underwriting fee plus 0.30% wholesaler allowance pushes the fair value to $944, so investors surrender yield upfront. Illiquidity is magnified by CPDI tax status, which requires taxable phantom income each year. Given current low-volatility equity markets, option‐implied returns suggest the 38.8% cap could be reached under multiple scenarios, meaning excess gains revert to issuer. For total-return seekers, the product looks expensive; hence negative impact rating.

GS Finance Corp., una controllata interamente posseduta da The Goldman Sachs Group, Inc., offre 1,496 milioni di dollari in Market Linked Notes – Partecipazione al rialzo con limite massimo (Serie F) a capitale protetto, con scadenza il 7 luglio 2028. Le note sono collegate alla performance peggiore tra tre azioni tecnologiche mega-cap: Amazon.com (AMZN), Microsoft (MSFT) e NVIDIA (NVDA). I termini commerciali principali sono:

  • Importo nominale: 1.000 dollari per nota, emesse a valore nominale.
  • Partecipazione al rialzo: 100% di qualsiasi rendimento positivo dell’azione peggiore, con un limite massimo del 38,80% (rimborso massimo = 1.388 dollari).
  • Protezione del capitale: rimborso completo del valore nominale a scadenza anche se l’azione di riferimento scende, salvo rischio di credito dell’emittente e garante.
  • Prezzi iniziali (1 lug 25): AMZN 220,46$, MSFT 492,05$, NVDA 153,30$.
  • Giorno di calcolo: 3 lug 28; il pagamento a scadenza si basa esclusivamente sul prezzo di chiusura dell’azione peggiore in quella data.
  • Nessun coupon o dividendo: gli investitori rinunciano a redditi periodici e distribuzioni azionarie.
  • Valore stimato: 944$ per ogni 1.000$, circa il 5,6% sotto il prezzo di emissione; la differenza riflette commissioni di sottoscrizione (3,325%), concessioni di vendita e costi di strutturazione.
  • Distribuzione: Goldman Sachs & Co. LLC è il sottoscrittore principale; Wells Fargo Securities agisce come agente di vendita. Sconto totale di sottoscrizione = 49.742$.
  • Fiscalità: trattati come strumenti di debito a pagamento condizionato (CPDI); i detentori accumulano OID basato su un rendimento comparabile del 4,40% annuo, con capitalizzazione semestrale.

Profilo d’investimento: il prodotto è rivolto a investitori che (1) desiderano un potenziale di crescita azionaria con preservazione del capitale, (2) accettano un vincolo di quattro anni, (3) accettano un limite massimo ai rendimenti, (4) sono in grado di valutare il rischio di credito dell’emittente/garante e la complessità fiscale, e (5) comprendono che la performance dipende solo dall’azione con la performance peggiore.

Principali rischi includono l’esposizione creditizia verso GS Finance Corp. e la sua capogruppo, l’illiquidità nel mercato secondario, la valutazione inferiore al prezzo di emissione, il rischio di correlazione tra le tre azioni, il rendimento limitato a causa del tetto, l’assenza di flussi di cassa intermedi e la necessità di mantenere l’investimento fino a scadenza per garantire la protezione del capitale. Il supplemento al prezzo sottolinea che il valore stimato diminuirà fino al valore di modello una volta che la concessione iniziale di vendita sarà ammortizzata entro il 30 settembre 2025, e che GS&Co. non è obbligata a garantire un mercato.

GS Finance Corp., una subsidiaria propiedad total de The Goldman Sachs Group, Inc., ofrece 1,496 millones de dólares en Notas Vinculadas al Mercado – Participación al Alza con Tope (Serie F) protegidas en principal, con vencimiento el 7 de julio de 2028. Las notas están vinculadas al rendimiento más bajo entre tres acciones tecnológicas mega-cap: Amazon.com (AMZN), Microsoft (MSFT) y NVIDIA (NVDA). Los términos comerciales clave son:

  • Monto nominal: 1,000 dólares por nota, emitidas a la par.
  • Participación al alza: 100% de cualquier retorno positivo de la acción con peor desempeño, con un límite máximo del 38.80% (redención máxima = 1,388 dólares).
  • Protección del principal: devolución completa del monto nominal al vencimiento incluso si la acción de referencia baja, sujeto solo al riesgo crediticio del emisor y garante.
  • Precios iniciales (1 jul 25): AMZN 220.46$, MSFT 492.05$, NVDA 153.30$.
  • Día de cálculo: 3 jul 28; el pago al vencimiento se basa únicamente en el precio de cierre de la acción con peor desempeño ese día.
  • Sin cupones ni dividendos: los inversionistas renuncian a ingresos periódicos y a distribuciones de las acciones.
  • Valor estimado: 944$ por cada 1,000$, aproximadamente 5.6% por debajo del precio de emisión; la diferencia refleja la comisión de suscripción (3.325%), concesiones de venta y costos de estructuración.
  • Distribución: Goldman Sachs & Co. LLC es el suscriptor principal; Wells Fargo Securities actúa como agente de venta. Descuento total de suscripción = 49,742$.
  • Fiscalidad: tratados como instrumentos de deuda con pago contingente (CPDI); los tenedores acumulan OID basado en un rendimiento comparable del 4.40% anual, con capitalización semestral.

Perfil de inversión: el producto está dirigido a inversores que (1) buscan potencial de crecimiento en acciones con preservación del capital, (2) aceptan un bloqueo de cuatro años, (3) aceptan un tope estricto en los rendimientos, (4) pueden evaluar el riesgo crediticio del emisor/garante y el tratamiento fiscal complejo, y (5) entienden que el desempeño depende solo de la acción con peor rendimiento.

Riesgos principales incluyen la exposición crediticia a GS Finance Corp. y su matriz, la iliquidez en el mercado secundario, valoración por debajo del precio de emisión, riesgo de correlación entre las tres acciones, rendimiento limitado por el tope, ausencia de flujos de caja intermedios y la necesidad de mantener hasta el vencimiento para garantizar la protección del principal. El suplemento de precios enfatiza que el valor estimado disminuirá hasta el valor modelo una vez que la concesión inicial de venta se amortice para el 30 de septiembre de 2025, y que GS&Co. no está obligado a proveer mercado.

GS Finance Corp.는 The Goldman Sachs Group, Inc.의 전액 출자 자회사로, 1,496만 달러 규모의 원금보장형 주식연계 시장연계노트 – 상한선이 있는 상승참여형 (시리즈 F)를 2028년 7월 7일 만기일로 발행합니다. 이 노트는 아마존(AMZN), 마이크로소프트(MSFT), 엔비디아(NVDA) 세 개의 대형 기술주 중 최저 성과 주식에 연동됩니다. 주요 상업 조건은 다음과 같습니다:

  • 액면가: 노트당 1,000달러, 액면가로 발행.
  • 상승참여율: 최저 성과 주식의 긍정적 수익 100%, 상한 38.80% 적용 (최대 상환금액 = 1,388달러).
  • 원금보호: 만기 시 주가 하락 시에도 액면가 전액 반환, 단 발행자 및 보증인 신용위험 제외.
  • 기준가격 (2025년 7월 1일): AMZN $220.46, MSFT $492.05, NVDA $153.30.
  • 평가일: 2028년 7월 3일; 만기 지급액은 해당일 최저 성과 주식의 종가 기준 산정.
  • 쿠폰 및 배당 없음: 투자자는 정기 수익과 주식 배당을 포기.
  • 추정 가치: 1,000달러당 944달러, 발행가 대비 약 5.6% 낮음; 차액은 인수 수수료(3.325%), 판매 수수료 및 구조화 비용 반영.
  • 배포: Goldman Sachs & Co. LLC가 주간사이며, Wells Fargo Securities가 판매 대행. 총 인수 할인액 = 49,742달러.
  • 세무: 조건부 지급 부채상품(CPDI)으로 취급; 보유자는 연 4.40% 복리 반기 기준 유사 수익률에 따른 원금할인액(OID) 누적.

투자 프로필: 이 상품은 (1) 주식 상승 잠재력과 원금 보존을 원하는 투자자, (2) 4년 락업에 동의하는 투자자, (3) 수익 상한을 수용하는 투자자, (4) 발행자/보증인 신용위험 및 복잡한 세무 처리를 평가할 수 있는 투자자, (5) 성과가 오직 최저 성과 주식에만 의존함을 이해하는 투자자를 대상으로 합니다.

주요 위험으로는 GS Finance Corp. 및 모회사에 대한 신용 위험, 2차 시장 유동성 부족, 발행가 이하 평가, 세 종목 간 상관관계 위험, 상한으로 인한 제한된 상승 잠재력, 중간 현금 흐름 없음, 만기까지 보유해야 원금 보호가 실현된다는 점이 포함됩니다. 가격 보충 설명서에는 초기 판매 수수료가 2025년 9월 30일까지 상각되면 추정 가치가 모델 가치로 하락하며, GS&Co.는 시장 조성을 의무화하지 않는다고 명시되어 있습니다.

GS Finance Corp., filiale à 100 % de The Goldman Sachs Group, Inc., propose 1,496 million de dollars de Market Linked Notes – Participation à la hausse avec plafond protégées en capital (Série F) arrivant à échéance le 7 juillet 2028. Ces notes sont liées à la performance la plus faible parmi trois actions technologiques de grande capitalisation – Amazon.com (AMZN), Microsoft (MSFT) et NVIDIA (NVDA). Les principaux termes commerciaux sont :

  • Montant nominal : 1 000 $ par note, émises à leur valeur nominale.
  • Participation à la hausse : 100 % de tout rendement positif de l’action la moins performante, plafonné à 38,80 % (rachat maximal = 1 388 $).
  • Protection du capital : remboursement intégral du montant nominal à l’échéance même si le cours de l’action de référence baisse, sous réserve du risque de crédit de l’émetteur et du garant.
  • Prix de départ (1er juil. 25) : AMZN 220,46 $, MSFT 492,05 $, NVDA 153,30 $.
  • Jour de calcul : 3 juil. 28 ; le paiement à l’échéance est basé uniquement sur le cours de clôture de l’action la moins performante ce jour-là.
  • Pas de coupons ni dividendes : les investisseurs renoncent aux revenus périodiques et à toute distribution sur les actions.
  • Valeur estimée : 944 $ pour 1 000 $, environ 5,6 % en dessous du prix d’émission ; la différence reflète les frais de souscription (3,325 %), concessions de vente et coûts de structuration.
  • Distribution : Goldman Sachs & Co. LLC est le souscripteur principal ; Wells Fargo Securities agit en tant qu’agent de vente. Remise totale à l’émission = 49 742 $.
  • Fiscalité : traités comme des instruments de dette à paiement conditionnel (CPDI) ; les détenteurs accumulent un OID basé sur un rendement comparable de 4,40 % par an, capitalisé semestriellement.

Profil d’investissement : le produit s’adresse aux investisseurs qui (1) recherchent une participation à la hausse avec préservation du capital, (2) acceptent une période de blocage de quatre ans, (3) acceptent un plafond strict sur les rendements, (4) sont capables d’évaluer le risque de crédit de l’émetteur/du garant et la complexité fiscale, et (5) comprennent que la performance dépend uniquement de l’action la moins performante.

Principaux risques cités comprennent l’exposition au risque de crédit envers GS Finance Corp. et sa société mère, l’illiquidité sur le marché secondaire, une valorisation inférieure au prix d’émission, le risque de corrélation entre les trois actions, un potentiel de hausse limité du fait du plafond, l’absence de flux de trésorerie intermédiaires et la nécessité de conserver jusqu’à l’échéance pour bénéficier de la protection du capital. Le supplément de prix souligne que la valeur estimée diminuera jusqu’à la valeur modèle une fois que la concession initiale de vente sera amortie au 30 septembre 2025, et que GS&Co. n’est pas obligé d’assurer un marché.

GS Finance Corp., eine hundertprozentige Tochtergesellschaft der The Goldman Sachs Group, Inc., bietet 1,496 Millionen US-Dollar an prinzipgeschützten, aktiengebundenen Market Linked Notes – Aufwärtsbeteiligung mit Cap (Serie F) an, die am 7. Juli 2028 fällig werden. Die Notes sind an die schlechteste Performance von drei Mega-Cap-Technologieaktien gebunden – Amazon.com (AMZN), Microsoft (MSFT) und NVIDIA (NVDA). Die wichtigsten kommerziellen Bedingungen sind:

  • Nennwert: 1.000 USD pro Note, zum Nennwert ausgegeben.
  • Aufwärtsbeteiligung: 100 % der positiven Rendite der schlechtesten Aktie, begrenzt auf 38,80 % (maximaler Rückzahlungsbetrag = 1.388 USD).
  • Kapitalschutz: Volle Rückzahlung des Nennwerts bei Fälligkeit, auch wenn der Referenzaktienkurs fällt, vorbehaltlich des Kreditrisikos des Emittenten und Garanten.
  • Startpreise (1. Juli 25): AMZN 220,46 USD, MSFT 492,05 USD, NVDA 153,30 USD.
  • Berechnungstag: 3. Juli 28; die Zahlung bei Fälligkeit basiert ausschließlich auf dem Schlusskurs der schlechtesten Aktie an diesem Tag.
  • Keine Kupons oder Dividenden: Investoren verzichten auf periodische Erträge und Ausschüttungen der Aktien.
  • Geschätzter Wert: 944 USD pro 1.000 USD, etwa 5,6 % unter dem Ausgabepreis; die Differenz spiegelt Underwriting-Gebühren (3,325 %), Verkaufskonzessionen und Strukturierungskosten wider.
  • Distribution: Goldman Sachs & Co. LLC ist der Hauptzeichner; Wells Fargo Securities fungiert als Verkaufsagent. Gesamtes Underwriting-Discount = 49.742 USD.
  • Steuer: Behandelt als contingent payment debt instruments (CPDI); Inhaber akkumulieren OID basierend auf einer vergleichbaren Rendite von 4,40 % p.a. mit halbjährlicher Verzinsung.

Investitionsprofil: Das Produkt richtet sich an Anleger, die (1) Aktienaufwärtspotenzial mit Kapitalerhalt wünschen, (2) sich mit einer vierjährigen Bindung wohlfühlen, (3) eine feste Obergrenze der Renditen akzeptieren, (4) das Kreditrisiko des Emittenten/Garanten und die komplexe steuerliche Behandlung bewerten können und (5) verstehen, dass die Performance nur von der schlechtesten Aktie abhängt.

Hauptsächliche Risiken umfassen das Kreditrisiko gegenüber GS Finance Corp. und dessen Muttergesellschaft, Illiquidität am Sekundärmarkt, Bewertung unter dem Ausgabepreis, Korrelationsrisiko zwischen den drei Aktien, begrenztes Aufwärtspotenzial aufgrund des Caps, keine Zwischenzahlungen und die Notwendigkeit, bis zur Fälligkeit zu halten, um den Kapitalschutz zu realisieren. Das Preissupplement betont, dass der geschätzte Wert auf den Modellwert sinken wird, sobald die anfängliche Verkaufskonzession bis zum 30. September 2025 amortisiert ist, und dass GS&Co. nicht verpflichtet ist, einen Markt zu stellen.

Filed Pursuant to Rule 424(b)(2)

Registration Statement No. 333-284538

 

 

 

 

 

 

 

 

Pricing Supplement No. 19,157 dated July 1, 2025

(To WFS Product Supplement No. 6 dated February 14, 2025,

Prospectus Supplement dated February 14, 2025

and Prospectus dated February 14, 2025)

img42136204_0.jpg

GS Finance Corp.

Medium-Term Notes, Series F

guaranteed by The Goldman Sachs Group, Inc.

Equity Linked Notes

Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity

Notes Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the Common Stock of NVIDIA Corporation due July 7, 2028

 

Linked to the lowest performing of the common stock of Amazon.com, Inc., the common stock of Microsoft Corporation and the common stock of NVIDIA Corporation (each referred to as an “underlying stock”)

 Potential for a positive return at maturity based on the performance of the lowest performing underlying stock. The lowest performing underlying stock is the underlying stock that has the lowest underlying stock return (i.e., the lowest percentage change from its starting price to its ending price). The maturity payment amount will reflect the following terms:

If the stock closing price of the lowest performing underlying stock increases, you will receive the face amount plus a positive return equal to 100% of the percentage increase in the stock closing price of the lowest performing underlying stock from its starting price, subject to a maximum return at maturity of 38.80% of the face amount. As a result of the maximum return, the maximum maturity payment amount is $1,388.00

If the stock closing price of the lowest performing underlying stock decreases, you will receive the face amount, but you will not receive any positive return on your investment

 Repayment of principal at maturity regardless of the performance of the lowest performing underlying stock (subject to issuer and guarantor credit risk)

 Your return on the notes will depend solely on the performance of the lowest performing underlying stock. You will not benefit in any way from the performance of the better performing underlying stocks. Therefore, you will be adversely affected if any underlying stock performs poorly, even if the other underlying stocks perform favorably.

 All payments on the notes are subject to credit risk, and you will have no ability to pursue any underlying stock issuer for payment; if GS Finance Corp., as issuer, and The Goldman Sachs Group, Inc., as guarantor, default on their obligations, you could lose some or all of your investment

 No periodic interest payments or dividends

 No exchange listing; designed to be held to maturity

The estimated value of your notes at the time the terms of your notes are set on the pricing date is equal to approximately $944 per $1,000 face amount. For a discussion of the estimated value and the price at which Goldman Sachs & Co. LLC (“GS&Co.”) would initially buy or sell your notes, if it makes a market in the notes, see page PS-9.

The notes have more complex features than conventional debt securities and involve risks not associated with conventional debt securities. 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-9.

 

 

 

 

 

Original Offering Price

 

Underwriting Discount(1)(2)

 

Proceeds to Issuer(1)

 

 Per Note

$1,000.00

$33.25

$966.75

 Total

$1,496,000

$49,742

$1,446,258

(1) See “Supplemental Plan of Distribution; Conflicts of Interest” on page PS-24.

(2) In addition to the 3.325%, GS&Co. may pay to selected securities dealers a fee of up to 0.30% of the face amount in consideration for marketing and other services in connection with the distribution of the notes to other securities dealers.

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

 

Wells Fargo Securities

 


 

Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity

Notes Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the Common Stock of NVIDIA Corporation due July 7, 2028

 

 

Terms of the Notes

 

Company (Issuer):

GS Finance Corp.

Guarantor:

The Goldman Sachs Group, Inc.

Market Measures:

The common stock of Amazon.com, Inc. (current Bloomberg ticker: “AMZN UW”), the common stock of Microsoft Corporation (current Bloomberg ticker: “MSFT UW”) and the common stock of NVIDIA Corporation (current Bloomberg ticker: “NVDA UW”) (each referred to as an “underlying stock,” and collectively as the “underlying stocks”).

Pricing Date:

July 1, 2025.

Original Issue Date:

July 7, 2025.

Original Offering Price:

$1,000 per note.

Face Amount:

$1,000 per note. References in this pricing supplement to a “note” are to a note with a face amount of $1,000.

Principal Amount:

On the stated maturity date, the company will pay, for each $1,000 of the outstanding face amount, an amount in cash equal to the maturity payment amount.

Maturity Payment Amount:

On the stated maturity date, you will be entitled to receive a cash payment per note in U.S. dollars equal to the maturity payment amount. The “maturity payment amount” per note will equal:

• if the ending price of the lowest performing underlying stock is greater than its starting price: $1,000 plus the lesser of:

(i) $1,000 × underlying stock return of the lowest performing underlying stock × upside participation rate; and

(ii) the maximum return; or

 • if the ending price of the lowest performing underlying stock is less than or equal to its starting price: $1,000

If the ending price of the lowest performing underlying stock is less than its starting price, you will not receive any positive return on the notes

Lowest Performing Underlying Stock:

The “lowest performing underlying stock” will be the underlying stock with the lowest underlying stock return.

Stated Maturity

Date:

July 7, 2028, subject to postponement. The notes are not subject to redemption by GS Finance Corp. or repayment at the option of any holder of the notes prior to the stated maturity date.

Starting Price:

With respect to the common stock of Amazon.com, Inc.: $220.46, its stock closing price on the pricing date.

With respect to the common stock of Microsoft Corporation : $492.05, its stock closing price on the pricing date.

With respect to the common stock of NVIDIA Corporation: $153.30, its stock closing price on the pricing date.

Stock Closing Price:

With respect to each underlying stock, stock closing price, closing price and adjustment factor have the meanings set forth under “General Terms of the Notes —Certain Terms for Notes Linked to an Underlying Stock—Certain Definitions” in the accompanying product supplement.

PS-2


 

Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity

Notes Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the Common Stock of NVIDIA Corporation due July 7, 2028

 

 

Ending Price:

The “ending price” of an underlying stock will be its stock closing price on the calculation day.

Maximum Return:

The “maximum return” is 38.80% of the face amount per note ($388.00 per note). As a result of the maximum return, the maximum maturity payment amount is $1,388.00 per note.

Upside Participation Rate:

100%.

Underlying Stock Return:

The “underlying stock return” of an underlying stock is the percentage change from its starting price to its ending price, measured as follows:

ending price– starting price

starting price

Calculation Day:

July 3, 2028, subject to postponement.

Market Disruption Events and Postponement Provisions:

The calculation day is subject to postponement due to non-trading days and the occurrence of a market disruption event. In addition, the stated maturity date will be postponed if the calculation day is postponed and will be adjusted for non-business days.

For more information regarding adjustments to the calculation day and the stated maturity date, see “General Terms of the Notes—Consequences of a Market Disruption Event; Postponement of a Calculation Day—Notes Linked to Multiple Market Measures” and “—Payment Dates” in the accompanying product supplement. In addition, for information regarding the circumstances that may result in a market disruption event, see “General Terms of the Notes—Certain Terms for Notes Linked to an Underlying Stock—Market Disruption Events” in the accompanying product supplement.

Business Day:

Each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York City generally are authorized or obligated by law, regulation or executive order to close.

Calculation Agent:

Goldman Sachs & Co. LLC (“GS&Co.”)

Material Tax

Consequences:

For a discussion of the material U.S. federal income and certain estate tax consequences of the ownership and disposition of the notes, see “Supplemental Discussion of U.S. Federal Income Tax Consequences.”

Denominations:

$1,000 and any integral multiple of $1,000.

Overdue Principal Rate:

The effective Federal Funds rate

Defeasance:

Not applicable

CUSIP:

40058JGE9

 

________________________

 

PS-3


 

Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity

Notes Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the Common Stock of NVIDIA Corporation due July 7, 2028

 

 

Additional Information About the Issuer, the Guarantor and the Notes

You should read this pricing supplement together with WFS product supplement no. 6 dated February 14, 2025, the prospectus supplement dated February 14, 2025 and the prospectus dated February 14, 2025 for additional information about the notes. Information included in this pricing supplement supersedes information in the product supplement, prospectus supplement and prospectus to the extent it is different from that information. Certain defined terms used but not defined herein have the meanings set forth in the product supplement, prospectus supplement or prospectus.

When we refer to “we,” “us” or “our” in this pricing supplement, we refer only to GS Finance Corp. and not to any of 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.

You may access the product supplement, prospectus supplement and prospectus on the SEC website www.sec.gov as follows (or if such address has changed, by reviewing our filing for the relevant date on the SEC website):

• WFS Product Supplement No. 6 dated February 14, 2025:

https://www.sec.gov/Archives/edgar/data/886982/000095017025021511/wfs_pp_gs_2025_shelf.htm

• Prospectus Supplement dated February 14, 2025:

https://www.sec.gov/Archives/edgar/data/886982/000119312525027380/d891153d424b2.htm

• Prospectus dated February 14, 2025:

https://www.sec.gov/Archives/edgar/data/886982/000119312525027379/d860775d424b2.htm

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. References herein to “calculation day” or “final calculation day” shall be deemed to refer to “determination date” in such master note no. 3, dated March 22, 2021.

PS-4


 

Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity

Notes Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the Common Stock of NVIDIA Corporation due July 7, 2028

 

 

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.

Wells Fargo Advisors (“WFA”) is a trade name used by Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and non-bank affiliates of Wells Fargo & Company.

PS-5


 

Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity

Notes Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the Common Stock of NVIDIA Corporation due July 7, 2028

 

 

Estimated Value of the Notes

The estimated value of your notes at the time the terms of your notes are set on the pricing date (as determined by reference to pricing models used by Goldman Sachs & Co. LLC (GS&Co.) and taking into account our credit spreads) is equal to approximately $944 per $1,000 face amount, which is less than the original offering price. The value of your notes at any time will reflect many factors and cannot be predicted; however, the price (not including GS&Co.’s customary bid and ask spreads) at which GS&Co. would initially buy or sell notes (if it makes a market, which it is not obligated to do) and the value that GS&Co. will initially use for account statements and otherwise is equal to approximately the estimated value of your notes at the time of pricing, plus an additional amount (initially equal to $51 per $1,000 face amount).

Prior to October 1, 2025, the price (not including GS&Co.’s customary bid and ask spreads) at which GS&Co. would buy or sell your notes (if it makes a market, which it is not obligated to do) will equal approximately the sum of (a) the then-current estimated value of your notes (as determined by reference to GS&Co.’s pricing models) plus (b) any remaining additional amount (the additional amount will decline to zero on a straight-line basis from the time of pricing through September 30, 2025). On and after October 1, 2025, the price (not including GS&Co.’s customary bid and ask spreads) at which GS&Co. would buy or sell your notes (if it makes a market) will equal approximately the then-current estimated value of your notes determined by reference to such pricing models.

PS-6


 

Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity

Notes Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the Common Stock of NVIDIA Corporation due July 7, 2028

 

 

Investor Considerations

The notes are not appropriate for all investors. The notes may be an appropriate investment for investors who:

seek exposure to the upside performance of the lowest performing underlying stock, if any, without exposure to any decline in the lowest performing underlying stock, by:
participating 100% in the percentage increase, if any, in the price of the lowest performing underlying stock from its starting price to its ending price, subject to the maximum return at maturity of 38.80% of the face amount; and
providing for the repayment of the face amount at maturity regardless of the performance of the lowest performing underlying stock;
understand that the return on the notes will depend solely on the performance of the lowest performing underlying stock and that they will not benefit in any way from the performance of the better performing underlying stocks;
understand that the notes are riskier than alternative investments linked to only one of the underlying stocks or linked to a basket composed of each underlying stock;
are willing to forgo interest payments on the notes and dividends on the underlying stocks; and
are willing to hold the notes until maturity.

The notes may not be an appropriate investment for investors who:

seek a liquid investment or are unable or unwilling to hold the notes to maturity;
seek certainty of receiving a positive return on their investment;
seek uncapped exposure to the upside performance of the lowest performing underlying stock;
seek exposure to a basket composed of each underlying stock or a similar investment in which the overall return is based on a blend of the performances of the underlying stocks, rather than solely on the lowest performing underlying stock;
are unwilling to purchase notes with an estimated value as of the pricing date that is lower than the original offering price, as set forth on the cover page;
seek current income;
are unwilling to accept the risk of exposure to the underlying stocks;
seek exposure to the underlying stocks but are unwilling to accept the risk/return trade-offs inherent in the maturity payment amount for the notes;
are unwilling to accept the credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc. to obtain exposure to the underlying stocks generally, or to the exposure to the underlying stocks that the notes provide specifically; or
prefer the lower risk of fixed income investments with comparable maturities issued by companies with comparable credit ratings.

The considerations identified above are not exhaustive. Whether or not the notes are an appropriate investment for you will depend on your individual circumstances, and you should reach an investment decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered the appropriateness of an investment in the notes in light of your particular circumstances. You should also review carefully the “Selected Risk Considerations” herein, as well as the risks and considerations described in the accompanying prospectus, in the accompanying prospectus supplement and the “Risk Factors” in the accompanying product supplement for risks related to an investment in the notes. For more information about the underlying stocks, please see the sections titled “Amazon.com, Inc.”, “Microsoft Corporation” and “NVIDIA Corporation” below.

PS-7


 

Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity

Notes Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the Common Stock of NVIDIA Corporation due July 7, 2028

 

 

Determining Payment at Stated Maturity

On the stated maturity date, you will receive a cash payment per note (the maturity payment amount) calculated as follows:

Step 1: Determine which underlying stock is the lowest performing underlying stock. The lowest performing underlying stock is the underlying stock with the lowest underlying stock return, calculated for each underlying stock as the percentage change from its starting price to its ending price.

Step 2: Calculate the maturity payment amount based on the underlying stock return of the lowest performing underlying stock, as follows:

img42136204_1.jpg

 

PS-8


 

Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity

Notes Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the Common Stock of NVIDIA Corporation due July 7, 2028

 

 

Selected Risk Considerations

 

An investment in your notes is subject to the risks described below, as well as the risks and considerations described in the accompanying prospectus, in the accompanying prospectus supplement and under “Risk Factors” in the accompanying WFS product supplement no. 6. You should carefully review these risks and considerations as well as the terms of the notes described herein and in the accompanying prospectus, the accompanying prospectus supplement and the accompanying WFS product supplement no. 6. Your notes are a riskier investment than ordinary debt securities. Also, your notes are not equivalent to investing directly in the underlying stocks. 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 the Time the Terms of Your Notes Are Set On the Pricing Date (as Determined By Reference to Pricing Models Used By GS&Co.) Is Less Than the Original Offering Price Of Your Notes.

The original offering price for your notes exceeds the estimated value of your notes as of the time the terms of your notes are set on the pricing date, as determined by reference to GS&Co.’s pricing models and taking into account our credit spreads. Such estimated value on the pricing date is set forth above under “Estimated Value of Your Notes; after the pricing date, the estimated value as determined by reference to these models 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. The price at which GS&Co. would initially buy or sell your notes (if GS&Co. makes a market, which it is not obligated to do), and the value that GS&Co. will initially use for account statements and otherwise, also exceeds the estimated value of your notes as determined by reference to these models. As agreed by GS&Co. and the distribution participants, this excess (i.e., the additional amount described under “Estimated Value of Your Notes”) will decline to zero on a straight line basis over the period from the date hereof through the applicable date set forth above under “Estimated Value of Your Notes”. Thereafter, if GS&Co. buys or sells your notes 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 pricing date, as disclosed above under “Estimated Value of Your Notes, 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.

The difference between the estimated value of your notes as of the time the terms of your notes are set on the pricing date and the original offering price is a result of certain factors, including principally the underwriting discount and commissions, the expenses incurred in creating, documenting and marketing the notes, and an estimate of the difference between the amounts we pay to GS&Co. and the amounts GS&Co. pays to us in connection with your notes. We pay to GS&Co. amounts based on what we would pay to holders of a non-structured note with a similar maturity. In return for such payment, GS&Co. pays to us the amounts we owe under your notes.

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 (and subject to the declining excess amount described above).

PS-9


 

Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity

Notes Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the Common Stock of NVIDIA Corporation due July 7, 2028

 

 

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., WFS or any other party will be willing to purchase your notes at any price and, in this regard, GS&Co. and WFS are not obligated to make a market in the notes. See “Risk Factors — Your Notes May Not Have an Active Trading Market” in the accompanying product supplement.

The Notes Are Subject to the Credit Risk of the Issuer and the Guarantor.

Although the return on the notes will be based on the performance of each underlying stock, the payment of any amount due on the notes is subject to the credit risk of GS Finance Corp., as issuer of the notes, and the credit risk of The Goldman Sachs Group, Inc., as guarantor of the notes. The notes are our unsecured obligations. Investors are dependent on our ability to pay all amounts due on the notes, and therefore investors are subject to our credit risk and to changes in the market’s view of our creditworthiness. Similarly, investors are dependent on the ability of The Goldman Sachs Group, Inc., as guarantor of the notes, to pay all amounts due on the notes, and therefore are also subject to its credit risk and to changes in the market’s view of its creditworthiness. See “Description of the Notes We May Offer — Information About Our Medium-Term Notes, Series F Program — How the Notes Rank Against Other Debt” on page S-5 of the accompanying prospectus supplement and “Description of Debt Securities We May Offer — Guarantee by The Goldman Sachs Group, Inc.” on page 65 of the accompanying prospectus.

The Amount Payable on Your Notes Is Not Linked to the Stock Closing Price of the Underlying Stocks at Any Time Other Than the Calculation Day.

The ending price of each underlying stock will be based on the stock closing price of such underlying stock on the calculation day (subject to adjustment as described elsewhere in this pricing supplement). Therefore, if the stock closing price of one underlying stock dropped precipitously on the calculation day, the maturity payment amount for your notes may be significantly less than it would have been had the maturity payment amount been linked to the stock closing prices of the underlying stocks prior to such drop. Although the actual stock closing prices of the underlying stocks on the stated maturity date or at other times during the life of your notes may be higher than the stock closing prices of the underlying stocks on the calculation day, you will not benefit from the stock closing prices of the underlying stocks at any time other than on the calculation day.

Also, the market price of your notes prior to the stated maturity date 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.

Because the Notes Are Linked to the Performance of the Lowest Performing Underlying Stock, You Have a Greater Risk of Receiving No Positive Return on Your Investment Than If the Notes Were Linked to Just One Underlying Stock.

The risk that you will receive no positive return on your investment is greater if you invest in the notes as opposed to substantially similar notes that are linked to the performance of just one underlying stock. With multiple underlying stocks, it is more likely that at least one underlying stock will close below its starting price on the calculation day, than if the notes were linked to only one underlying stock. Therefore, it is more likely that you will not receive a positive return on your investment.

Movements in the prices of the underlying stocks may be correlated or uncorrelated at different times during the term of the notes and, if there is correlation, such correlation may be positive (the underlying stocks move in the same direction) or negative (the underlying stocks move in reverse directions). You should not take the historical correlation (or lack thereof) of the underlying stocks as an indication of the future correlation, if any, of the underlying stocks. Such correlation could have an adverse effect on your return on the notes. For example, if the underlying stocks are negatively correlated on the calculation day and the price of one underlying stock increases, it is likely that the other underlying stocks will decrease and such decrease could cause one or more of the underlying stocks to close below its starting price on the calculation day.

PS-10


 

Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity

Notes Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the Common Stock of NVIDIA Corporation due July 7, 2028

 

 

You May Receive Only the Face Amount of Your Notes at Maturity.

If the ending price of the lowest performing underlying stock is less than its starting price, the maturity payment amount will be limited to the face amount. Even if the amount paid on your notes at maturity exceeds the face amount of your notes, the overall return you earn on your notes may be less than you would have earned by investing in a note with the same stated maturity that bears interest at the prevailing market rate.

The Maturity Payment Amount Will Be Based Solely on the Lowest Performing Underlying Stock.

The maturity payment amount will be based on the lowest performing underlying stock without regard to the performances of the other underlying stocks. As a result, you would receive no return on your initial investment if the ending price of the lowest performing underlying stock is less than its starting price, even if there is an increase in the prices of the other underlying stocks. This could be the case even if the other underlying stocks increased by an amount greater than the decrease in the lowest performing underlying stock.

Your Notes Do Not Bear Interest.

You will not receive any interest payments on your notes. As a result, even if the maturity payment amount payable for your notes on the stated maturity date exceeds the face amount of your notes, the overall return you earn on your notes may be less than you would have earned by investing in a non-indexed debt security of comparable maturity that bears interest at a prevailing market rate.

The Potential for the Value of Your Notes to Increase Will Be Limited.

Your ability to participate in any change in the price of any underlying stock over the life of your notes will be limited because of the maximum return. The maximum return will limit the maturity payment amount you may receive for each of your notes at maturity, no matter how much the price of any underlying stock may rise beyond its starting price over the life of your notes. Accordingly, the amount payable for each of your notes may be significantly less than it would have been had you invested directly in the underlying 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 and are able to sell them in the open market before the stated maturity date. A number of factors, many of which are beyond our control and impact the value of bonds and options generally, will influence the market value of your notes, including:

the prices of the underlying stocks;
the volatility — i.e., the frequency and magnitude of changes — in the prices of the underlying stocks;
the correlation among the underlying stocks — i.e., the extent to which the prices of the underlying stocks tend to fluctuate at the same time, in the same direction and in similar magnitudes;
the dividend rates of the underlying stocks;
economic, financial, regulatory, political, military, public health and other events that affect stock markets generally and the market segments of which the underlying stocks are a part, and which may affect the prices of the underlying stocks;
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, 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 will influence the price you will receive 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 before maturity, you may receive less than the face amount of your notes or less than you would have received had you held your notes to maturity.

PS-11


 

Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity

Notes Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the Common Stock of NVIDIA Corporation due July 7, 2028

 

 

You cannot predict the future prices of the underlying stocks based on their historical fluctuations. The actual prices of the underlying stocks over the life of the notes may bear little or no relation to the historical closing prices of the underlying stocks or to the hypothetical examples shown elsewhere in this pricing supplement.

We Will Not Hold Shares of the Underlying Stocks for Your Benefit.

The indenture governing your note does not contain any restriction on our ability or the ability of any of our affiliates to sell, pledge or otherwise convey a share or shares of the underlying stocks acquired by us or them. Neither we nor our affiliates will pledge or otherwise hold shares of the underlying stocks for your benefit in order to enable you to exchange your note for shares under any circumstances. Consequently, in the event of our bankruptcy, insolvency or liquidation, any shares of the underlying stocks owned by us will be subject to the claims of our creditors generally and will not be available for your benefit specifically.

You Have No Shareholder Rights or Rights to Receive Any Underlying Stock.

Investing in your notes will not make you a holder of any of the underlying stocks. Neither you nor any other holder or owner of your notes will have any rights with respect to the underlying stocks, including any voting rights, any rights to receive dividends or other distributions, any rights to make a claim against the underlying stocks or any other rights of a holder of any shares of the underlying stocks. Your notes will be paid in cash and you will have no right to receive delivery of any shares of the underlying stocks.

Risks Related to Tax

Certain Considerations for Insurance Companies and Employee Benefit Plans.

Any insurance company or fiduciary of a pension plan or other employee benefit plan that is subject to the prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended, which we call “ERISA”, or the Internal Revenue Code of 1986, as amended, including an IRA or a Keogh plan (or a governmental plan to which similar prohibitions apply), and that is considering purchasing the offered notes with the assets of the insurance company or the assets of such a plan, should consult with its counsel regarding whether the purchase or holding of the offered notes could become a “prohibited transaction” under ERISA, the Internal Revenue Code or any substantially similar prohibition in light of the representations a purchaser or holder in any of the above categories is deemed to make by purchasing and holding the offered notes.

Your Notes Will Be Treated as Debt Instruments Subject to Special Rules Governing Contingent Payment Debt Instruments for U.S. Federal Income Tax Purposes.

The notes will be treated as debt instruments subject to special rules governing contingent payment debt instruments for U.S. federal income tax purposes. If you are a U.S. individual or taxable entity, you generally will be required to pay taxes on ordinary income from the notes over their term based on the comparable yield for the notes, even though you will not receive any payments from us until maturity. This comparable yield is determined solely to calculate the amount on which you will be taxed prior to maturity and is neither a prediction nor a guarantee of what the actual yield will be. In addition, any gain you may recognize on the sale, exchange or maturity of the notes will be taxed as ordinary interest income. If you are a secondary purchaser of the notes, the tax consequences to you may be different. Please see “Supplemental Discussion of U.S. Federal Income Tax Consequences” below for a more detailed discussion. 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.

Foreign Account Tax Compliance Act (FATCA) Withholding May Apply to Payments on Your Notes, Including as a Result of the Failure of the Bank or Broker Through Which You Hold the Notes to Provide Information to Tax Authorities.

Please see the discussion under “United States Taxation — Taxation of Debt Securities — Foreign Account Tax Compliance Act (FATCA) Withholding” in the accompanying prospectus for a description of the applicability of FATCA to payments made on your notes.
 

PS-12


 

Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity

Notes Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the Common Stock of NVIDIA Corporation due July 7, 2028

 

 

Hypothetical Examples and Returns

The payout profile, return table and examples below illustrate the maturity payment amount for a $1,000 face amount note on a hypothetical offering of notes under various scenarios, with the assumptions set forth in the table below. The terms used for purposes of these hypothetical examples do not represent any actual starting price. The hypothetical starting price of $100.00 for each underlying stock has been chosen for illustrative purposes only and does not represent the actual starting price for any underlying stock. The actual starting price for each underlying stock is set forth under “Terms of the Notes” above. For historical data regarding the actual closing prices of the underlying stocks, see the historical information set forth herein. The payout profile, return table and examples below assume that an investor purchases the notes for $1,000 per note. These examples are for purposes of illustration only and the values used in the examples may have been rounded for ease of analysis. The actual maturity payment amount and resulting pre-tax total rate of return will depend on the actual terms of the notes. The performances of the better performing underlying stocks are not relevant to your return on the notes.

Upside Participation Rate:

100.00%

Maximum Return:

38.80% or $388.00 per note

Hypothetical Starting Price:

For each underlying stock, $100.00

Hypothetical Payout Profile

img42136204_2.jpg

 

 

 

PS-13


 

Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity

Notes Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the Common Stock of NVIDIA Corporation due July 7, 2028

 

 

Hypothetical Returns

 

 

 

 

Hypothetical ending price of the lowest performing underlying stock

Hypothetical underlying stock return of the lowest performing underlying stock (1)

Hypothetical maturity payment amount per note

Hypothetical pre-tax total rate of return(2)

$200.00

100.00%

$1,388.00

38.80%

$180.00

80.00%

$1,388.00

38.80%

$170.00

70.00%

$1,388.00

38.80%

$160.00

60.00%

$1,388.00

38.80%

$150.00

50.00%

$1,388.00

38.80%

$140.00

40.00%

$1,388.00

38.80%

$138.80

38.80%

$1,388.00

38.80%

$110.00

10.00%

$1,100.00

10.00%

$105.00

5.00%

$1,050.00

5.00%

$102.50

2.50%

$1,025.00

2.50%

$100.00

0.00%

$1,000.00

0.00%

$95.00

-5.00%

$1,000.00

0.00%

$90.00

-10.00%

$1,000.00

0.00%

$75.00

-25.00%

$1,000.00

0.00%

$60.00

-40.00%

$1,000.00

0.00%

$50.00

-50.00%

$1,000.00

0.00%

$25.00

-75.00%

$1,000.00

0.00%

$0.00

-100.00%

$1,000.00

0.00%

 

(1) The underlying stock return of the lowest performing underlying stock is equal to the percentage change from its starting price to its ending price (i.e., the ending price of the lowest performing underlying stock minus its starting price, divided by its starting price).

(2) The hypothetical pre-tax total rate of return is the number, expressed as a percentage, that results from comparing the maturity payment amount per note to the face amount of $1,000.

 


 

 

PS-14


 

Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity

Notes Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the Common Stock of NVIDIA Corporation due July 7, 2028

 

 

Hypothetical Examples

Example 1. The ending price of the lowest performing underlying stock is greater than its starting price and the maturity payment amount is greater than the face amount and reflects a return that is less than the maximum return:

 

Common Stock of Amazon.com, Inc.

Common Stock of Microsoft Corporation

Common Stock of NVIDIA Corporation

Hypothetical starting price:

$100.00

$100.00

$100.00

Hypothetical ending price:

$105.00

$130.00

$125.00

Hypothetical underlying stock return

(ending price – starting price)/ starting price:

5.00%

30.00%

25.00%

Step 1: Determine which underlying stock is the lowest performing underlying stock.

In this example, the common stock of Amazon.com, Inc. has the lowest underlying stock return and is, therefore, the lowest performing underlying stock.

Step 2: Determine the maturity payment amount based on the underlying stock return of the lowest performing underlying stock.

Because the hypothetical ending price of the lowest performing underlying stock is greater than its hypothetical starting price, the maturity payment amount per note would be equal to the face amount of $1,000 plus a positive return equal to the lesser of:

(i) $1,000 × underlying stock return of the lowest performing underlying stock × upside participation rate

$1,000 × 5.00% × 100.00%

= $50.00; and

(ii) the maximum return of $388.00

On the stated maturity date, you would receive $1,050.00 per note.

PS-15


 

Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity

Notes Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the Common Stock of NVIDIA Corporation due July 7, 2028

 

 

Example 2. The ending price of the lowest performing underlying stock is greater than its starting price and the maturity payment amount is greater than the face amount and reflects a return equal to the maximum return:

 

Common Stock of Amazon.com, Inc.

Common Stock of Microsoft Corporation

Common Stock of NVIDIA Corporation

Hypothetical starting price:

$100.00

$100.00

$100.00

Hypothetical ending price:

$160.00

$150.00

$155.00

Hypothetical underlying stock return

(ending price – starting price)/ starting price:

60.00%

50.00%

55.00%

Step 1: Determine which underlying stock is the lowest performing underlying stock.

In this example, the common stock of Microsoft Corporation has the lowest underlying stock return and is, therefore, the lowest performing underlying stock.

Step 2: Determine the maturity payment amount based on the underlying stock return of the lowest performing underlying stock.

Because the hypothetical ending price of the lowest performing underlying stock is greater than its hypothetical starting price, the maturity payment amount per note would be equal to the face amount of $1,000 plus a positive return equal to the lesser of:

(i) $1,000 × underlying stock return of the lowest performing underlying stock × upside participation rate

$1,000 × 50.00% × 100.00%

= $500.00; and

(ii) the maximum return of $388.00

On the stated maturity date, you would receive $1,388.00 per note, which is the maximum maturity payment amount.

Example 3. The ending price of the lowest performing underlying stock is less than its starting price and the maturity payment amount is equal to the face amount:

 

Common Stock of Amazon.com, Inc.

Common Stock of Microsoft Corporation

Common Stock of NVIDIA Corporation

Hypothetical Starting Price:

$100.00

$100.00

$100.00

Hypothetical ending price:

$95.00

$110.00

$105.00

Hypothetical underlying stock return

(ending price – starting price)/ starting price:

-5.00%

10.00%

5.00%

Step 1: Determine which underlying stock is the lowest performing underlying stock.

In this example, the common stock of Amazon.com, Inc. has the lowest underlying stock return and is, therefore, the lowest performing underlying stock.

Step 2: Determine the maturity payment amount based on the underlying stock return of the lowest performing underlying stock.

Because the hypothetical ending price of the lowest performing underlying stock is less than its hypothetical starting price, the maturity payment amount per note would equal the face amount.

On the stated maturity date, you would receive $1,000.00 per note.

This example illustrates that the notes provide for the repayment of the face amount at maturity even in scenarios in which the price of the lowest performing underlying stock declines significantly from its starting price (subject to issuer and guarantor credit risk).

PS-16


 

Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity

Notes Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the Common Stock of NVIDIA Corporation due July 7, 2028

 

 

Information About the Underlying Stocks

Where Information About the Underlying Stock Issuers Can Be Obtained

The underlying stocks are registered under the Securities Exchange Act of 1934. Companies with securities registered under the Exchange Act are required to file financial and other information specified by the U.S. Securities and Exchange Commission (“SEC”) periodically. Information filed by the underlying stock issuers with the SEC electronically can be reviewed through a web site maintained by the SEC. The address of the SEC’s web site is sec.gov.

Information about the underlying stock issuers may also be obtained from other sources such as press releases, newspaper articles and other publicly available documents.

We do not make any representation or warranty as to the accuracy or completeness of any materials referred to above, including any filings made by the underlying stock issuers with the SEC.

We Obtained the Information About the Underlying Stock Issuers From the Underlying Stock Issuers’ Public Filings

This pricing supplement relates only to your note and does not relate to the underlying stocks or other securities of the underlying stock issuers. We have derived all information about the underlying stock issuers in this pricing supplement from the publicly available information referred to in the preceding subsection. We have not participated in the preparation of any of those documents or made any “due diligence” investigation or inquiry with respect to the underlying stock issuers in connection with the offering of your note. Furthermore, we do not know whether all events occurring before the date of this pricing supplement - including events that would affect the accuracy or completeness of the publicly available documents referred to above and the trading price of shares of the underlying stocks - have been publicly disclosed. Subsequent disclosure of any events of this kind or the disclosure of or failure to disclose material future events concerning the underlying stock issuers could affect the value you will receive at maturity and, therefore, the market value of your note.

Neither we nor any of our affiliates make any representation to you as to the performance of the underlying stocks.

We or any of our affiliates may currently or from time to time engage in business with the underlying stock issuers, including making loans to or equity investments in the underlying stock issuers or providing advisory services to the underlying stock issuers, including merger and acquisition advisory services. In the course of that business, we or any of our affiliates may acquire non-public information about the underlying stock issuers and, in addition, one or more of our affiliates may publish research reports about the underlying stock issuers. As an investor in a note, you should undertake such independent investigation of the underlying stock issuers as in your judgment is appropriate to make an informed decision with respect to an investment in a note.

PS-17


 

Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity

Notes Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the Common Stock of NVIDIA Corporation due July 7, 2028

 

 

Amazon.com, Inc.

 

According to publicly available information, Amazon.com, Inc. is an e-commerce company. Information filed with the SEC by the underlying stock issuer under the Exchange Act can be located by referencing its SEC file number 000-22513.

Historical Information

The closing price of the underlying stock has fluctuated in the past and may, in the future, experience significant fluctuations. In particular, the underlying stock has recently experienced extreme and unusual volatility. Any historical upward or downward trend in the closing price of the underlying stock during the period shown below is not an indication that the underlying stock is more or less likely to increase or decrease at any time during the life of your notes.

You should not take the historical prices of the underlying stock as an indication of the future performance of the underlying stock, including because of the recent volatility described above. We cannot give you any assurance that the future performance of the underlying stock will result in you receiving an amount greater than the outstanding face amount of your notes on the stated maturity date.

 

Neither we nor any of our affiliates make any representation to you as to the performance of the underlying stock. Before investing in the offered notes, you should consult publicly available information to determine the prices of the underlying stock between the date of this pricing supplement and the date of your purchase of the offered notes and, given the recent volatility described above, you should pay particular attention to recent prices of the underlying stock. The actual performance of the underlying stock over the life of the offered notes, as well as the maturity payment amount, may bear little relation to the historical closing prices shown below.

The graph below shows the daily historical closing prices of the underlying stock from January 1, 2020 through July 1, 2025, adjusted for corporate events, if applicable. As a result, the following graph does not reflect the global financial crisis which began in 2008, which had a materially negative impact on the price of most equity securities. We obtained the closing prices of the underlying stock in the graph below from Bloomberg Financial Services, without independent verification. The daily historical closing prices for Amazon.com, Inc. in the graph below have been adjusted for a 20-for-1 stock split that became effective before the market open on June 6, 2022.

Historical Performance of Amazon.com, Inc.

img42136204_3.jpg

 

PS-18


 

Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity

Notes Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the Common Stock of NVIDIA Corporation due July 7, 2028

 

 

Microsoft Corporation

According to publicly available information, Microsoft Corporation is a technology company. Information filed with the SEC by the underlying stock issuer under the Exchange Act can be located by referencing its SEC file number 001-37845.

Historical Information

The closing price of the underlying stock has fluctuated in the past and may, in the future, experience significant fluctuations. In particular, the underlying stock has recently experienced extreme and unusual volatility. Any historical upward or downward trend in the closing price of the underlying stock during the period shown below is not an indication that the underlying stock is more or less likely to increase or decrease at any time during the life of your notes.

You should not take the historical prices of the underlying stock as an indication of the future performance of the underlying stock, including because of the recent volatility described above. We cannot give you any assurance that the future performance of the underlying stock will result in you receiving an amount greater than the outstanding face amount of your notes on the stated maturity date.

Neither we nor any of our affiliates make any representation to you as to the performance of the underlying stock. Before investing in the offered notes, you should consult publicly available information to determine the prices of the underlying stock between the date of this pricing supplement and the date of your purchase of the offered notes and, given the recent volatility described above, you should pay particular attention to recent prices of the underlying stock. The actual performance of the underlying stock over the life of the offered notes, as well as the maturity payment amount, may bear little relation to the historical closing prices shown below.

The graph below shows the daily historical closing prices of the underlying stock from January 1, 2020 to July 1, 2025, adjusted for corporate events, if applicable. As a result, the following graph does not reflect the global financial crisis which began in 2008, which had a materially negative impact on the price of most equity securities. We obtained the closing prices of the underlying stock in the graph below from Bloomberg Financial Services, without independent verification.

Historical Performance of Microsoft Corporation

img42136204_4.jpg

PS-19


 

Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity

Notes Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the Common Stock of NVIDIA Corporation due July 7, 2028

 

 

NVIDIA Corporation

 

According to publicly available information, NVIDIA Corporation is a full-stack computing infrastructure company with data-center-scale offerings. Information filed with the SEC by the underlying stock issuer under the Exchange Act can be located by referencing its SEC file number 000-23985.

Historical Information

The closing price of the underlying stock has fluctuated in the past and may, in the future, experience significant fluctuations. In particular, the underlying stock has recently experienced extreme and unusual volatility. Any historical upward or downward trend in the closing price of the underlying stock during the period shown below is not an indication that the underlying stock is more or less likely to increase or decrease at any time during the life of your notes.

You should not take the historical prices of the underlying stock as an indication of the future performance of the underlying stock, including because of the recent volatility described above. We cannot give you any assurance that the future performance of the underlying stock will result in you receiving an amount greater than the outstanding face amount of your notes on the stated maturity date.

Neither we nor any of our affiliates make any representation to you as to the performance of the underlying stock. Before investing in the offered notes, you should consult publicly available information to determine the prices of the underlying stock between the date of this pricing supplement and the date of your purchase of the offered notes and, given the recent volatility described above, you should pay particular attention to recent prices of the underlying stock. The actual performance of the underlying stock over the life of the offered notes, as well as the maturity payment amount, may bear little relation to the historical closing prices shown below.

The graph below shows the daily historical closing prices of the underlying stock from January 1, 2020 through July 1, 2025, adjusted for corporate events, if applicable. As a result, the following graph does not reflect the global financial crisis which began in 2008, which had a materially negative impact on the price of most equity securities. We obtained the closing prices of the underlying stock in the graph below from Bloomberg Financial Services, without independent verification. The daily historical closing prices for NVIDIA Corporation in the graph below have been adjusted for a 4-for-1 stock split that became effective before the market open on July 20, 2021 and a 10-for-1 stock split that became effective before the market open on June 10, 2024.

Historical Performance of NVIDIA Corporation

img42136204_5.jpg

PS-20


 

Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity

Notes Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the Common Stock of NVIDIA Corporation due July 7, 2028

 

 

Supplemental Discussion of U.S. Federal Income Tax Consequences

The following section supplements, and to the extent inconsistent therewith supersedes, the discussion of U.S. federal income taxation in the accompanying prospectus.

The following section is the opinion of Sidley Austin llp, counsel to GS Finance Corp. and The Goldman Sachs Group, Inc.

This section does not apply to you if you are a member of a class of holders subject to special rules, such as:

a dealer in securities or currencies;
a trader in securities that elects to use a mark-to-market method of accounting for your notes holdings;
a bank;
a life insurance company;
a tax exempt organization;
a partnership;
a regulated investment company;
an accrual method taxpayer subject to special tax accounting rules as a result of its use of financial statements;
a person that owns a note as a hedge or that is hedged against interest rate risks;
a person that owns a note as part of a straddle or conversion transaction for tax purposes; or
a United States holder (as defined below) whose functional currency for tax purposes is not the U.S. dollar.

This section is based on the U.S. Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations under the Internal Revenue Code, published rulings and court decisions, all as currently in effect. These laws are subject to change, possibly on a retroactive basis.

You should consult your tax advisor concerning the U.S. federal income tax and any other applicable tax consequences of your investments in the notes, including the application of state, local or other tax laws and the possible effects of changes in federal or other tax laws.

United States Holders

This section applies to you only if you are a United States holder that holds your notes as a capital asset for tax purposes. You are a United States holder if you are a beneficial owner of each of your notes and you are:

a citizen or resident of the United States;
a domestic corporation;
an estate whose income is subject to U.S. federal income tax regardless of its source; or
a trust if a United States court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust.

If you are not a United States holder, this section does not apply to you and you should refer to “— Non-United States Holders” below.

Your notes will be treated as debt instruments subject to the special rules governing contingent payment debt instruments for U.S. federal income tax purposes. Under those rules, the amount of interest you are required to take into account for each accrual period will be determined by constructing a projected payment schedule for your notes and applying rules similar to those for accruing original issue discount on a hypothetical noncontingent debt instrument with that projected payment schedule. This method is applied by first determining the yield at which we would issue a noncontingent fixed rate debt instrument with terms and conditions similar to your notes (the “comparable yield”) and then determining as of the issue date a payment schedule that would produce the comparable yield. These rules will generally have the effect of requiring you to include amounts in income in respect of your notes over their term based on the comparable yield for the notes, even though you will not receive any payments from us until maturity.

We have determined that the comparable yield for the notes is equal to 4.40% per annum, compounded semi-annually with a projected payment at maturity of $1,141.65 based on an investment of $1,000.

PS-21


 

Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity

Notes Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the Common Stock of NVIDIA Corporation due July 7, 2028

 

 

Based on this comparable yield, if you are an initial holder that holds a note until maturity and you pay your taxes on a calendar year basis, we have determined that you would be required to report the following amounts as ordinary income, not taking into account any positive or negative adjustments you may be required to take into account based on the actual payments on the notes, from the note each year:

Accrual Period

 

Interest Deemed to Accrue During Accrual Period (per $1,000 note)

 

Total Interest Deemed to Have Accrued from Original Issue Date (per $1,000 note) as of End of Accrual Period

July 7, 2025 through December 31, 2025

 

$21.63

 

 $21.63

January 1, 2026 through December 31, 2026

 

$46.08

 

 $67.71

January 1, 2027 through December 31, 2027

 

$48.16

 

 $115.87

January 1, 2028 through July 7, 2028

 

$25.78

 

 $141.65

You are required to use the comparable yield and projected payment schedule that we compute in determining your interest accruals in respect of your notes, unless you timely disclose and justify on your U.S. federal income tax return the use of a different comparable yield and projected payment schedule.

The comparable yield and projected payment schedule are not provided to you for any purpose other than the determination of your interest accruals in respect of your notes, and we make no representation regarding the amount of contingent payments with respect to your notes.

If you purchase your notes at a price other than their adjusted issue price determined for tax purposes, you must determine the extent to which the difference between the price you paid for your notes and their adjusted issue price is attributable to a change in expectations as to the projected payment schedule, a change in interest rates, or both, and reasonably allocate the difference accordingly. The adjusted issue price of your notes will equal your notes’ original issue price plus any interest deemed to be accrued on your notes (under the rules governing contingent payment debt instruments) as of the time you purchase your notes. The original issue price of your notes will be the first price at which a substantial amount of the notes is sold to persons other than bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers. Therefore, you may be required to make the adjustments described above even if you purchase your notes in the initial offering if you purchase your notes at a price other than the issue price.

If the adjusted issue price of your notes is greater than the price you paid for your notes, you must make positive adjustments increasing (i) the amount of interest that you would otherwise accrue and include in income each year, and (ii) the amount of ordinary income (or decreasing the amount of ordinary loss) recognized upon maturity by the amounts allocated under the previous paragraph to each of interest and the projected payment schedule; if the adjusted issue price of your notes is less than the price you paid for your notes, you must make negative adjustments, decreasing (i) the amount of interest that you must include in income each year, and (ii) the amount of ordinary income (or increasing the amount of ordinary loss) recognized upon maturity by the amounts allocated under the previous paragraph to each of interest and the projected payment schedule. Adjustments allocated to the interest amount are not made until the date the daily portion of interest accrues.

Because any Form 1099-OID that you receive will not reflect the effects of positive or negative adjustments resulting from your purchase of notes at a price other than the adjusted issue price determined for tax purposes, you are urged to consult with your tax advisor as to whether and how adjustments should be made to the amounts reported on any Form 1099-OID.

You will recognize gain or loss upon the sale, exchange or maturity of your notes in an amount equal to the difference, if any, between the cash amount you receive at such time and your adjusted basis in your notes. In general, your adjusted basis in your notes will equal the amount you paid for your notes, increased by the amount of interest you previously accrued with respect to your notes (in accordance with the comparable yield and the projected payment schedule for your

PS-22


 

Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity

Notes Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the Common Stock of NVIDIA Corporation due July 7, 2028

 

 

notes), and increased or decreased by the amount of any positive or negative adjustment, respectively, that you are required to make if you purchase your notes at a price other than the adjusted issue price determined for tax purposes.

Any gain you recognize upon the sale, exchange or maturity of your notes will be ordinary interest income. Any loss you recognize at such time will be ordinary loss to the extent of interest you included as income in the current or previous taxable years in respect of your notes, and, thereafter, capital loss. If you are a noncorporate holder, you would generally be able to use such ordinary loss to offset your income only in the taxable year in which you recognize the ordinary loss and would generally not be able to carry such ordinary loss forward or back to offset income in other taxable years.

Non-United States Holders

If you are a non-United States holder, please see the discussion under “United States Taxation — Taxation of Debt Securities — Non-United States Holders” in the accompanying prospectus for a description of the tax consequences relevant to you. You are a non-United States holder if you are the beneficial owner of notes and are, for U.S. federal income tax purposes:

a nonresident alien individual;
a foreign corporation; or
an estate or trust that in either case is not subject to U.S. federal income tax on a net income basis on income or gain from the notes.

The Treasury Department has issued regulations under which amounts paid or deemed paid on certain financial instruments (“871(m) financial instruments”) that are treated as attributable to U.S.-source dividends could be treated, in whole or in part depending on the circumstances, as a “dividend equivalent” payment that is subject to tax at a rate of 30% (or a lower rate under an applicable treaty), which in the case of amounts you receive upon the sale, exchange or maturity of your notes, could be collected via withholding. If these regulations were to apply to the notes, we may be required to withhold such taxes if any U.S.-source dividends are paid on the underlying stocks during the term of the notes. We could also require you to make certifications (e.g., an applicable Internal Revenue Service Form W-8) prior to the maturity of the notes in order to avoid or minimize withholding obligations, and we could withhold accordingly (subject to your potential right to claim a refund from the Internal Revenue Service) if such certifications were not received or were not satisfactory. If withholding was required, we, or the applicable withholding agent, would not be required to pay any additional amounts with respect to amounts so withheld. These regulations generally will apply to 871(m) financial instruments (or a combination of financial instruments treated as having been entered into in connection with each other) issued (or significantly modified and treated as retired and reissued) on or after January 1, 2027, but will also apply to certain 871(m) financial instruments (or a combination of financial instruments treated as having been entered into in connection with each other) that have a delta (as defined in the applicable Treasury regulations) of one and are issued (or significantly modified and treated as retired and reissued) on or after January 1, 2017. In addition, these regulations will not apply to financial instruments that reference a “qualified index” (as defined in the regulations). We have determined that, as of the original issue date of your notes, your notes will not be subject to withholding under these rules. In certain limited circumstances, however, you should be aware that it is possible for non-United States holders to be liable for tax under these rules with respect to a combination of transactions treated as having been entered into in connection with each other even when no withholding is required. You should consult your tax advisor concerning these regulations, subsequent official guidance and regarding any other possible alternative characterizations of your notes for U.S. federal income tax purposes.

Foreign Account Tax Compliance Act (FATCA) Withholding

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.

PS-23


 

Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity

Notes Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the Common Stock of NVIDIA Corporation due July 7, 2028

 

 

Supplemental Plan of Distribution; Conflicts of Interest

See “Supplemental Plan of Distribution” on page S-38 of the accompanying product supplement and “Plan of Distribution - Conflicts of Interest” on page 127 of the accompanying prospectus; GS Finance Corp. estimates that its share of the total offering expenses, excluding underwriting discounts and commissions, will be approximately $10,000.

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 offering price set forth on the cover page of this pricing supplement. Wells Fargo Securities, LLC (“WFS”) is the agent for the distribution of the notes. WFS will receive the underwriting discount of 3.325% of the aggregate face amount of the notes sold ($33.25 per $1,000 face amount of notes). The agent may resell the notes to Wells Fargo Advisors (“WFA”) at the original offering price of the notes less a concession of 2.25% of the aggregate face amount of the notes ($22.50 per $1,000 face amount of notes). In addition to the selling concession received by WFA, WFS advises that WFA will also receive out of the underwriting discount a distribution expense fee of 0.075% for each $1,000 face amount of a note WFA sells ($0.75 per $1,000 face amount of notes). In addition, in respect of certain notes sold in this offering, GS&Co. may pay a fee of up to 0.30% of the aggregate face amount of the notes sold (up to $3.00 per $1,000 face amount of notes) to selected securities dealers in consideration for marketing and other services in connection with the distribution of the notes to other securities dealers. Please note that the information about the original issue date and original offering price set forth on the cover of this pricing supplement relate only to the initial distribution.

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 have been advised that GS&Co. will also pay a fee to iCapital Markets LLC, a broker-dealer in which an affiliate of GS Finance Corp. holds an indirect minority equity interest, for services it is providing in connection with this offering.

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.

For information related to hedging activities, see “Risk Factors — Hedging Activities by Goldman Sachs or Our Distributors May Negatively Impact Investors in the Notes and Cause Our Interests and Those of Our Clients and Counterparties to be Contrary to Those of Investors in the Notes.” on page S-10 of the accompanying product supplement.

We have been advised by GS&Co. and WFS that they intend to make a market in the notes. However, none of GS&Co., WFS nor any of their respective 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.

PS-24


 

Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity

Notes Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the Common Stock of NVIDIA Corporation due July 7, 2028

 

 

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.

PS-25


FAQ

What is the maximum return investors can earn on GS Series F Market Linked Notes?

The notes cap the upside at 38.80% of face value, translating to a maximum maturity payment of $1,388 per $1,000 note.

Do the notes guarantee principal repayment?

Yes. Investors receive 100% of face amount at maturity regardless of stock performance, subject to Goldman Sachs credit risk.

How is the maturity payment calculated?

It depends solely on the lowest performing stock’s price change from 1 Jul 25 to 3 Jul 28, with 100% participation up to the 38.8% cap.

Why is the estimated value only $944 per $1,000 note?

The difference reflects underwriting discounts, selling concessions and structuring costs embedded at issuance.

Will I receive dividends from AMZN, MSFT or NVDA?

No. The notes pay no dividends or interest; investors forgo all distributions on the underlying stocks.

What are the tax implications of holding these notes?

They are treated as contingent payment debt instruments; holders accrue taxable ordinary income annually based on a 4.40% comparable yield.

Can I sell the notes before 2028?

A secondary market may develop, but liquidity is not assured and sale prices could be below face value and estimated model value.
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