STOCK TITAN

[424B2] Goldman Sachs Group Inc. Prospectus Supplement

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

Goldman Sachs is offering $2 billion in Callable Fixed Rate Notes due 2037 with a 5.45% annual interest rate. The notes will be issued on June 25, 2025, with interest payments made annually on June 25, starting June 2026.

Key features include:

  • Optional redemption by Goldman Sachs starting June 25, 2027, on quarterly dates at 100% of principal plus accrued interest
  • Initial price to public: 100% with 2.1% underwriting discount
  • Net proceeds to Goldman Sachs: $1.958 million before expenses
  • Notes will be issued in book-entry form through DTC

The offering is jointly led by Goldman Sachs & Co. LLC and InspereX LLC, each underwriting $1 billion. The notes are not bank deposits and are not FDIC insured. They represent part of Goldman's Medium-Term Notes, Series N program and will trade under CUSIP: 38151FL43.

Goldman Sachs offre 2 miliardi di dollari in Note a Tasso Fisso Richiamabili con scadenza 2037 con un tasso di interesse annuo del 5,45%. Le note saranno emesse il 25 giugno 2025, con pagamenti degli interessi annuali il 25 giugno, a partire dal 2026.

Caratteristiche principali:

  • Rimborso opzionale da parte di Goldman Sachs a partire dal 25 giugno 2027, in date trimestrali, al 100% del capitale più interessi maturati
  • Prezzo iniziale al pubblico: 100% con uno sconto di sottoscrizione del 2,1%
  • Proventi netti per Goldman Sachs: 1,958 milioni di dollari prima delle spese
  • Le note saranno emesse in forma dematerializzata tramite DTC

L'offerta è guidata congiuntamente da Goldman Sachs & Co. LLC e InspereX LLC, ciascuno sottoscrivendo 1 miliardo di dollari. Le note non sono depositi bancari e non sono assicurate dalla FDIC. Fanno parte del programma Medium-Term Notes, Serie N di Goldman e saranno negoziate con CUSIP: 38151FL43.

Goldman Sachs ofrece 2 mil millones de dólares en Notas a Tasa Fija Rescatables con vencimiento en 2037 con una tasa de interés anual del 5,45%. Las notas se emitirán el 25 de junio de 2025, con pagos de intereses anuales el 25 de junio, comenzando en 2026.

Características clave:

  • Redención opcional por parte de Goldman Sachs a partir del 25 de junio de 2027, en fechas trimestrales, al 100% del principal más intereses acumulados
  • Precio inicial al público: 100% con un descuento de suscripción del 2,1%
  • Ingresos netos para Goldman Sachs: 1.958 millones de dólares antes de gastos
  • Las notas se emitirán en forma electrónica a través de DTC

La oferta está liderada conjuntamente por Goldman Sachs & Co. LLC e InspereX LLC, cada uno suscribiendo 1 mil millones. Las notas no son depósitos bancarios ni están aseguradas por la FDIC. Forman parte del programa Medium-Term Notes, Serie N de Goldman y se negociarán bajo el CUSIP: 38151FL43.

골드만 삭스는 2037년 만기 콜 가능 고정 금리 채권 20억 달러연 5.45% 금리로 발행합니다. 채권은 2025년 6월 25일에 발행되며, 이자는 2026년 6월 25일부터 매년 지급됩니다.

주요 특징:

  • 골드만 삭스가 2027년 6월 25일부터 분기별로 원금 100%와 누적 이자를 포함하여 선택적으로 상환 가능
  • 공모 초기 가격: 100%, 인수 수수료 2.1% 포함
  • 골드만 삭스 순수익: 비용 공제 전 1억 9,580만 달러
  • 채권은 DTC를 통한 전자 등록 방식으로 발행

이번 공모는 골드만 삭스 & Co. LLC와 InspereX LLC가 각각 10억 달러씩 공동 주관합니다. 이 채권은 은행 예금이 아니며 FDIC 보험 대상이 아닙니다. 골드만의 중기 채권 시리즈 N 프로그램 일부로, CUSIP 번호 38151FL43로 거래됩니다.

Goldman Sachs propose 2 milliards de dollars en billets à taux fixe remboursables arrivant à échéance en 2037 avec un taux d'intérêt annuel de 5,45%. Les billets seront émis le 25 juin 2025, avec des paiements d'intérêts annuels le 25 juin, à partir de 2026.

Caractéristiques principales :

  • Remboursement optionnel par Goldman Sachs à partir du 25 juin 2027, aux dates trimestrielles, à 100 % du principal plus intérêts courus
  • Prix initial au public : 100 % avec une décote de souscription de 2,1 %
  • Produit net pour Goldman Sachs : 1,958 million de dollars avant frais
  • Les billets seront émis sous forme dématérialisée via le DTC

L'offre est conjointement dirigée par Goldman Sachs & Co. LLC et InspereX LLC, chacun souscrivant 1 milliard. Les billets ne sont pas des dépôts bancaires et ne sont pas assurés par la FDIC. Ils font partie du programme Medium-Term Notes, Série N de Goldman et seront négociés sous le CUSIP : 38151FL43.

Goldman Sachs bietet 2 Milliarden US-Dollar in kündbaren festverzinslichen Schuldverschreibungen mit Fälligkeit 2037 zu einem jährlichen Zinssatz von 5,45% an. Die Schuldverschreibungen werden am 25. Juni 2025 ausgegeben, mit jährlichen Zinszahlungen jeweils am 25. Juni ab 2026.

Wichtige Merkmale:

  • Optionale Rückzahlung durch Goldman Sachs ab dem 25. Juni 2027 an quartalsweisen Terminen zu 100 % des Kapitals zuzüglich aufgelaufener Zinsen
  • Erster Ausgabepreis: 100 % mit einem Zeichnungsrabatt von 2,1 %
  • Nettoerlös für Goldman Sachs: 1,958 Millionen USD vor Kosten
  • Die Schuldverschreibungen werden in Buchform über DTC ausgegeben

Das Angebot wird gemeinsam von Goldman Sachs & Co. LLC und InspereX LLC geleitet, die jeweils 1 Milliarde USD zeichnen. Die Schuldverschreibungen sind keine Bankeinlagen und nicht FDIC-versichert. Sie sind Teil des Medium-Term Notes, Serie N Programms von Goldman und werden unter CUSIP: 38151FL43 gehandelt.

Positive
  • Goldman Sachs is issuing $2 billion in fixed-rate notes with an attractive 5.45% annual interest rate through 2037, indicating strong debt market access
  • The notes are being issued at par (100%) suggesting healthy market demand for GS debt
  • Net proceeds of $1.958 billion (after 2.1% underwriting discount) strengthen Goldman's capital position
Negative
  • The notes' callable feature from 2027 creates interest rate risk for investors if rates decline
  • The notes are not FDIC insured and represent unsecured obligations of Goldman Sachs
  • The relatively long duration (12-year maturity) exposes investors to significant interest rate risk in a volatile rate environment

Goldman Sachs offre 2 miliardi di dollari in Note a Tasso Fisso Richiamabili con scadenza 2037 con un tasso di interesse annuo del 5,45%. Le note saranno emesse il 25 giugno 2025, con pagamenti degli interessi annuali il 25 giugno, a partire dal 2026.

Caratteristiche principali:

  • Rimborso opzionale da parte di Goldman Sachs a partire dal 25 giugno 2027, in date trimestrali, al 100% del capitale più interessi maturati
  • Prezzo iniziale al pubblico: 100% con uno sconto di sottoscrizione del 2,1%
  • Proventi netti per Goldman Sachs: 1,958 milioni di dollari prima delle spese
  • Le note saranno emesse in forma dematerializzata tramite DTC

L'offerta è guidata congiuntamente da Goldman Sachs & Co. LLC e InspereX LLC, ciascuno sottoscrivendo 1 miliardo di dollari. Le note non sono depositi bancari e non sono assicurate dalla FDIC. Fanno parte del programma Medium-Term Notes, Serie N di Goldman e saranno negoziate con CUSIP: 38151FL43.

Goldman Sachs ofrece 2 mil millones de dólares en Notas a Tasa Fija Rescatables con vencimiento en 2037 con una tasa de interés anual del 5,45%. Las notas se emitirán el 25 de junio de 2025, con pagos de intereses anuales el 25 de junio, comenzando en 2026.

Características clave:

  • Redención opcional por parte de Goldman Sachs a partir del 25 de junio de 2027, en fechas trimestrales, al 100% del principal más intereses acumulados
  • Precio inicial al público: 100% con un descuento de suscripción del 2,1%
  • Ingresos netos para Goldman Sachs: 1.958 millones de dólares antes de gastos
  • Las notas se emitirán en forma electrónica a través de DTC

La oferta está liderada conjuntamente por Goldman Sachs & Co. LLC e InspereX LLC, cada uno suscribiendo 1 mil millones. Las notas no son depósitos bancarios ni están aseguradas por la FDIC. Forman parte del programa Medium-Term Notes, Serie N de Goldman y se negociarán bajo el CUSIP: 38151FL43.

골드만 삭스는 2037년 만기 콜 가능 고정 금리 채권 20억 달러연 5.45% 금리로 발행합니다. 채권은 2025년 6월 25일에 발행되며, 이자는 2026년 6월 25일부터 매년 지급됩니다.

주요 특징:

  • 골드만 삭스가 2027년 6월 25일부터 분기별로 원금 100%와 누적 이자를 포함하여 선택적으로 상환 가능
  • 공모 초기 가격: 100%, 인수 수수료 2.1% 포함
  • 골드만 삭스 순수익: 비용 공제 전 1억 9,580만 달러
  • 채권은 DTC를 통한 전자 등록 방식으로 발행

이번 공모는 골드만 삭스 & Co. LLC와 InspereX LLC가 각각 10억 달러씩 공동 주관합니다. 이 채권은 은행 예금이 아니며 FDIC 보험 대상이 아닙니다. 골드만의 중기 채권 시리즈 N 프로그램 일부로, CUSIP 번호 38151FL43로 거래됩니다.

Goldman Sachs propose 2 milliards de dollars en billets à taux fixe remboursables arrivant à échéance en 2037 avec un taux d'intérêt annuel de 5,45%. Les billets seront émis le 25 juin 2025, avec des paiements d'intérêts annuels le 25 juin, à partir de 2026.

Caractéristiques principales :

  • Remboursement optionnel par Goldman Sachs à partir du 25 juin 2027, aux dates trimestrielles, à 100 % du principal plus intérêts courus
  • Prix initial au public : 100 % avec une décote de souscription de 2,1 %
  • Produit net pour Goldman Sachs : 1,958 million de dollars avant frais
  • Les billets seront émis sous forme dématérialisée via le DTC

L'offre est conjointement dirigée par Goldman Sachs & Co. LLC et InspereX LLC, chacun souscrivant 1 milliard. Les billets ne sont pas des dépôts bancaires et ne sont pas assurés par la FDIC. Ils font partie du programme Medium-Term Notes, Série N de Goldman et seront négociés sous le CUSIP : 38151FL43.

Goldman Sachs bietet 2 Milliarden US-Dollar in kündbaren festverzinslichen Schuldverschreibungen mit Fälligkeit 2037 zu einem jährlichen Zinssatz von 5,45% an. Die Schuldverschreibungen werden am 25. Juni 2025 ausgegeben, mit jährlichen Zinszahlungen jeweils am 25. Juni ab 2026.

Wichtige Merkmale:

  • Optionale Rückzahlung durch Goldman Sachs ab dem 25. Juni 2027 an quartalsweisen Terminen zu 100 % des Kapitals zuzüglich aufgelaufener Zinsen
  • Erster Ausgabepreis: 100 % mit einem Zeichnungsrabatt von 2,1 %
  • Nettoerlös für Goldman Sachs: 1,958 Millionen USD vor Kosten
  • Die Schuldverschreibungen werden in Buchform über DTC ausgegeben

Das Angebot wird gemeinsam von Goldman Sachs & Co. LLC und InspereX LLC geleitet, die jeweils 1 Milliarde USD zeichnen. Die Schuldverschreibungen sind keine Bankeinlagen und nicht FDIC-versichert. Sie sind Teil des Medium-Term Notes, Serie N Programms von Goldman und werden unter CUSIP: 38151FL43 gehandelt.

Filed Pursuant to Rule 424(b)(2)

Registration Statement No. 333-284538

 

img42135307_0.jpg

$2,000,000

The Goldman Sachs Group, Inc.

Callable Fixed Rate Notes due 2037

 

We will pay you interest on your notes at a rate of 5.45% per annum from and including the original issue date (June 25, 2025) to but excluding the stated maturity date (June 25, 2037). Interest will be paid on each interest payment date (June 25 of each year). The first such payment will be made on the first interest payment date (June 25, 2026).

In addition, we may redeem the notes at our option, in whole but not in part, on each redemption date (each March 25, June 25, September 25 and December 25 on or after June 25, 2027), upon at least five business days’ prior notice, at a redemption price equal to 100% of the outstanding principal amount plus accrued and unpaid interest to but excluding the redemption date.

 

 

Per Note

Total

Initial price to public

100%

$2,000,000

Underwriting discount

2.1%

$42,000

Proceeds, before expenses, to The Goldman Sachs Group, Inc.

97.9%

$1,958,000

 

 

The initial price to public set forth above does not include accrued interest, if any. Interest on the notes will accrue from the original issue date and must be paid by the purchaser if the notes are delivered after the original issue date. In addition to offers and sales at the initial price to public, the underwriters may offer the notes from time to time for sale in one or more transactions at market prices prevailing at the time of sale, at prices related to market prices or at negotiated prices.

The return (whether positive or negative) on your investment in notes will depend in part on the issue price you pay for such notes.

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 may use this prospectus in the initial sale of the notes. In addition, Goldman Sachs & Co. LLC or any other affiliate of Goldman Sachs may use this prospectus in a market-making transaction in the notes after their initial sale. Unless Goldman Sachs or its agent informs the purchaser otherwise in the confirmation of sale, this prospectus is being used in a market-making transaction.

 

Goldman Sachs & Co. LLC

InspereX LLC

 

Pricing Supplement No. 1,356 dated June 23, 2025.

 

 


 

About Your Prospectus

The notes are part of the Medium-Term Notes, Series N program of The Goldman Sachs Group, Inc. This prospectus includes this pricing supplement and the accompanying documents listed below. This pricing supplement constitutes a supplement to the documents listed below and should be read in conjunction with such documents:

Prospectus supplement dated February 14, 2025
Prospectus dated February 14, 2025

The information in this pricing supplement supersedes any conflicting information in the documents listed above. In addition, some of the terms or features described in the listed documents may not apply to your notes.

 

 

PS-2

 

 


 

SPECIFIC TERMS OF THE NOTES

Please note that in this section entitled “Specific Terms of the Notes”, references to “The Goldman Sachs Group, Inc.”, “we”, “our” and “us” mean only The Goldman Sachs Group, Inc. and do not include any of its subsidiaries or affiliates. Also, in this section, references to “holders” mean The Depository Trust Company (DTC) or its nominee and not indirect owners who own beneficial interests in notes through participants in DTC. Please review the special considerations that apply to indirect owners in the accompanying prospectus, under “Legal Ownership and Book-Entry Issuance”.

This pricing supplement no. 1,356 dated June 23, 2025 (pricing supplement) and the accompanying prospectus dated February 14, 2025 (accompanying prospectus), relating to the notes, should be read together. Because the notes are part of a series of our debt securities called Medium-Term Notes, Series N, this pricing supplement and the accompanying prospectus should also be read with the accompanying prospectus supplement, dated February 14, 2025 (accompanying prospectus supplement). Terms used but not defined in this pricing supplement have the meanings given them in the accompanying prospectus or accompanying prospectus supplement, unless the context requires otherwise.

The notes are part of a separate series of our debt securities under our Medium-Term Notes, Series N program governed by our Senior Debt Indenture, dated as of July 16, 2008, as amended, between us and The Bank of New York Mellon, as trustee. This pricing supplement summarizes specific terms that will apply to your notes. The terms of the notes described here supplement those described in the accompanying prospectus supplement and accompanying prospectus and, if the terms described here are inconsistent with those described there, the terms described here are controlling.

Terms of the Callable Fixed Rate Notes due 2037

 

Issuer:  The Goldman Sachs Group, Inc.

Principal amount: $2,000,000

Specified currency:  U.S. dollars ($)

Type of Notes:  Fixed rate notes (notes)

Denominations:  $1,000 and integral multiples of $1,000 in excess thereof

Trade date:  June 23, 2025

Original issue date:  June 25, 2025

Stated maturity date:  June 25, 2037

Interest rate:  5.45% per annum

Supplemental discussion of U.S. federal income tax consequences:  It is the opinion of Sidley Austin llp that interest on a note will be taxable to a U.S. holder as ordinary interest income at the time it accrues or is received in accordance with the U.S. holder’s normal method of accounting for tax purposes (regardless of whether we call the notes). Upon the disposition of a note by sale, exchange, redemption or retirement (i.e., if we exercise our right to call the notes or otherwise) or other disposition, a U.S. holder will generally recognize capital gain or loss equal to the difference, if any, between (i) the amount realized on the disposition (other than amounts attributable to accrued but unpaid interest, which would be treated as such) and (ii) the U.S. holder’s adjusted tax basis in the note.

 

Interest payment dates:  June 25 of each year, commencing in June 2026 and ending on the stated maturity date

Regular record dates: for interest due on an interest payment date, the day immediately prior to the day on which payment is to be made (as such payment day may be adjusted under the applicable business day convention specified below)

Day count convention: 30/360 (ISDA), as further discussed under “Additional Information About the Notes — Day Count Convention” on page PS-5 of this pricing 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

Business day convention: following unadjusted

Redemption at option of issuer before stated maturity: We may redeem the notes at our option, in whole but not in part, on each redemption date (each March 25, June 25, September 25 and December 25 on or after June 25, 2027), upon at least five business days’ prior notice, at a redemption price equal to 100% of the outstanding principal amount plus accrued and unpaid interest to but excluding the redemption date

 

PS-3

 


 

Listing: None

ERISA: as described under “Employee Retirement Income Security Act” on page 154 of the accompanying prospectus

CUSIP no.:  38151FL43

ISIN no.:  US38151FL433

Form of notes: Your notes will be issued in book-entry form and represented by a master global note. You should read the section “Legal Ownership and Book-Entry Issuance” in the accompanying prospectus for more information about notes issued in book-entry form

Defeasance applies as follows:

full defeasance — i.e., our right to be relieved of all our obligations on the note by placing funds in trust for the holder: yes
covenant defeasance — i.e., our right to be relieved of specified provisions of the note by placing funds in trust for the holder: yes

 

FDIC: 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

Calculation Agent: Goldman Sachs & Co. LLC

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-4

 


 

 

ADDITIONAL INFORMATION ABOUT THE NOTES

Book-Entry System

We will issue the notes as a master global note registered in the name of DTC, or its nominee. The sale of the notes will settle in immediately available funds through DTC. You will not be permitted to withdraw the notes from DTC except in the limited situations described in the accompanying prospectus under “Legal Ownership and Book-Entry Issuance — What Is a Global Security? — Holder’s Option to Obtain a Non-Global Security; Special Situations When a Global Security Will Be Terminated”. Investors may hold interests in a master global note through organizations that participate, directly or indirectly, in the DTC system.

In addition to this pricing supplement, the following provisions are hereby incorporated into the global master note: the description of the following unadjusted business day convention appearing under “Description of Debt Securities We May Offer — Calculations of Interest on Debt Securities — Business Day Conventions” in the accompanying prospectus and the section “Description of Debt Securities We May Offer — Defeasance and Covenant Defeasance” in the accompanying prospectus.

Day Count Convention

As further described under “Description of Debt Securities We May Offer – Calculations of Interest on Debt Securities – Interest Rates and Interest” in the accompanying prospectus, for each interest period the amount of accrued interest will be calculated by multiplying the principal amount of the note by an accrued interest factor for the interest period. The accrued interest factor will be determined by multiplying the per annum interest rate by a factor resulting from the 30/360 (ISDA) day count convention. The factor is the number of days in the interest period in respect of which payment is being made divided by 360, calculated on a formula basis as follows, as described in Section 4.16(f) of the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, without regard to any subsequent amendments or supplements:

[360 × (Y2 – Y1)] + [30 × (M2 – M1)] + (D2 – D1)

360

where:

“Y1” is the year, expressed as a number, in which the first day of the interest period falls;

“Y2” is the year, expressed as a number, in which the day immediately following the last day included in the interest period falls;

“M1” is the calendar month, expressed as a number, in which the first day of the interest period

falls;

“M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the interest period falls;

“D1” is the first calendar day, expressed as a number, of the interest period, unless such number would be 31, in which case D1 will be 30; and

“D2” is the calendar day, expressed as a number, immediately following the last day included in the interest period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30.

When We Can Redeem the Notes

We will be permitted to redeem the notes at our option before their stated maturity, as described below. The notes will not be entitled to the benefit of any sinking fund – that is, we will not deposit money on a regular basis into any separate custodial account to repay your note. In addition, you will not be entitled to require us to buy your note from you before its stated maturity.

PS-5

 

 


 

We will have the right to redeem the notes at our option, in whole but not in part, on each redemption date, at a redemption price equal to 100% of the outstanding principal amount plus accrued and unpaid interest to but excluding the redemption date. We will provide not less than five business days’ prior notice in the manner described under “Description of Debt Securities We May Offer — Notices” in the attached prospectus. If the redemption notice is given and funds deposited as required, then interest will cease to accrue on and after the redemption date on the notes. If any redemption date is not a business day, we will pay the redemption price on the next business day without any interest or other payment due to the delay.

What are the Tax Consequences of the Notes

You should carefully consider, among other things, the matters set forth under “United States Taxation” in the accompanying prospectus supplement and the accompanying prospectus. The following discussion summarizes certain of the material U.S. federal income tax consequences of the purchase, beneficial ownership, and disposition of each of the notes. This summary supplements the section “United States Taxation” in the accompanying prospectus supplement and the accompanying prospectus and is subject to the limitations and exceptions set forth therein.

Interest on a note will be taxable to a U.S. holder as ordinary interest income at the time it accrues or is received in accordance with the U.S. holder’s normal method of accounting for tax purposes. Upon the disposition of a note by sale, exchange, redemption or retirement (i.e., if we exercise our right to call the notes or otherwise) or other disposition, a U.S. holder will generally recognize capital gain or loss equal to the difference, if any, between (i) the amount realized on the disposition (other than amounts attributable to accrued but unpaid interest, which would be treated as such) and (ii) the U.S. holder’s adjusted tax basis in the note. A U.S. holder’s adjusted tax basis in a note generally will equal the cost of the note to the U.S. holder. The deductibility of capital losses is subject to significant limitations.

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-6

 


 

SUPPLEMENTAL PLAN OF DISTRIBUTION

The Goldman Sachs Group, Inc. and the underwriters for this offering named below have entered into a distribution agreement with respect to the notes. Subject to certain conditions, each underwriter named below has severally agreed to purchase the principal amount of notes indicated in the following table.

Underwriters

Principal Amount of Notes

Goldman Sachs & Co. LLC

$1,000,000

InspereX LLC

$1,000,000

Total

$2,000,000

 

Notes sold by the underwriters to the public will initially be offered at the initial price to public set forth on the cover of this pricing supplement. The underwriters intend to purchase the notes from The Goldman Sachs Group, Inc. at a purchase price equal to the initial price to public less a discount of 2.1% of the principal amount of the notes. Any notes sold by the underwriters to securities dealers may be sold at a discount from the initial price to public of up to 2.1% of the principal amount of the notes. If all of the offered notes are not sold at the initial price to public, the underwriters may change the offering price and the other selling terms. In addition to offers and sales at the initial price to public, the underwriters may offer the notes from time to time for sale in one or more transactions at market prices prevailing at the time of sale, at prices related to market prices or at negotiated prices.

Please note that the information about the initial price to public and net proceeds to The Goldman Sachs Group, Inc. on the front cover page relates only to the initial sale of the notes. If you have purchased a note in a market-making transaction by Goldman Sachs & Co. LLC or any other affiliate of The Goldman Sachs Group, Inc. after the initial sale, information about the price and date of sale to you will be provided in a separate confirmation of sale.

Each underwriter has represented and agreed that it will not offer or sell the notes in the United States or to United States persons except if such offers or sales are made by or through FINRA member broker-dealers registered with the U.S. Securities and Exchange Commission.

The Goldman Sachs Group, Inc. estimates that its share of the total offering expenses, excluding underwriting discounts and commissions, whether paid to Goldman Sachs & Co. LLC or any other underwriter, will be approximately $15,000.

We will deliver the notes against payment therefor in New York, New York on June 25, 2025. 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.

The notes are a new issue of securities with no established trading market. The Goldman Sachs Group, Inc. has been advised by Goldman Sachs & Co. LLC and InspereX LLC that they intend to make a market in the notes. Goldman Sachs & Co. LLC and InspereX LLC are not obligated to do so and may discontinue market-making at any time without notice. No assurance can be given as to the liquidity of the trading market for the notes.

The Goldman Sachs Group, Inc. has agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933.

Certain of the underwriters and their affiliates have in the past provided, and may in the future from time to time provide, investment banking and general financing and banking services to The Goldman Sachs Group, Inc. and its affiliates, for which they have in the past received, and may in the future receive, customary fees. The Goldman Sachs Group, Inc. and its affiliates have in the past provided, and may in the future from time to time provide, similar services to the underwriters and their affiliates on customary terms and for customary fees. Goldman Sachs & Co. LLC, one of the underwriters, is an affiliate of The Goldman Sachs Group, Inc. Please see “Plan of Distribution—Conflicts of Interest” on page 149 of the accompanying prospectus.

PS-7

 


 

The notes may not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). Consequently no key information document required by Regulation (EU) No 1286/2014 (the “PRIIPs Regulation”) for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. For the purposes of this provision:

(a) the expression “retail investor” means a person who is one (or more) of the following:

(i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or

(ii) a customer within the meaning of Directive (EU) 2016/97 where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or

(iii) not a qualified investor as defined in Regulation (EU) 2017/1129; and

(b) the expression an “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes.

The notes may not be offered, sold or otherwise made available to any retail investor in the United Kingdom. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the notes or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation. For the purposes of this provision:

(a) the expression “retail investor” means a person who is one (or more) of the following:

(i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or

(ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA;

(iii) or not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA; and

(b) the expression an “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes.

Any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of the notes may only be communicated or caused to be communicated in circumstances in which Section 21(1) of the FSMA does not apply to The Goldman Sachs Group, Inc.

All applicable provisions of the FSMA must be complied with in respect to anything done by any person in relation to the notes in, from or otherwise involving the United Kingdom.

The notes may not be offered or sold in Hong Kong by means of any document other than (i) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) and any rules made thereunder, or (ii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) or which do not constitute an offer to the public within the meaning of that Ordinance; and no advertisement, invitation or document relating to the notes may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere) which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made thereunder.

PS-8

 


 

This pricing supplement, along with the accompanying prospectus supplement and the accompanying prospectus have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this pricing supplement, along with the accompanying prospectus supplement and the accompanying prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the notes may not be circulated or distributed, nor may the notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.

Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for six months after that corporation has acquired the notes under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”).

Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for six months after that trust has acquired the notes under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

The notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended), or the FIEA. The notes may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of the FIEA and otherwise in compliance with any relevant laws and regulations of Japan.

The notes are not offered, sold or advertised, directly or indirectly, in, into or from Switzerland on the basis of a public offering and will not be listed on the SIX Swiss Exchange or any other offering or regulated trading facility in Switzerland. Accordingly, neither this pricing supplement nor any accompanying prospectus supplement, prospectus or other marketing material constitute a prospectus as defined in article 652a or article 1156 of the Swiss Code of Obligations or a listing prospectus as defined in article 32 of the Listing Rules of the SIX Swiss Exchange or any other regulated trading facility in Switzerland. Any resales of the notes by the underwriters thereof may only be undertaken on a private basis to selected individual investors in compliance with Swiss law. This pricing supplement and accompanying prospectus and prospectus supplement may not be copied, reproduced, distributed or passed on to others or otherwise made available in Switzerland without our prior written consent. By accepting this pricing supplement and accompanying prospectus and prospectus supplement or by subscribing to the notes, investors are deemed to have acknowledged and agreed to abide by these restrictions. Investors are advised to consult with their financial, legal or tax advisers before investing in the notes.

PS-9

 


 

Conflicts of Interest

Goldman Sachs & Co. LLC is an affiliate of 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. Goldman Sachs & Co. LLC 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.

PS-10

 


 

VALIDITY OF THE NOTES

In the opinion of Sidley Austin llp, as counsel to The Goldman Sachs Group, Inc., when the notes offered by this pricing supplement have been executed and issued by The Goldman Sachs Group, Inc. and authenticated by the trustee pursuant to the indenture, and delivered against payment as contemplated herein, such notes will be valid and binding obligations of The Goldman Sachs Group, Inc., 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. 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 5.5 to The Goldman Sachs Group, Inc.’s registration statement on Form S-3 filed with the Securities and Exchange Commission on January 27, 2025.

PS-11

 


 

We have not authorized anyone to provide any information or to make any representations other than those contained or incorporated by reference in this pricing supplement, the accompanying prospectus supplement or the accompanying prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This pricing supplement, the accompanying prospectus supplement and the accompanying prospectus is an offer to sell only the notes offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this pricing supplement, the accompanying prospectus supplement and the accompanying prospectus is current only as of the respective dates of such documents.
 

 

 

$2,000,000

 

The Goldman Sachs Group, Inc.

 

 

Callable Fixed Rate Notes due 2037

 

 

 



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Goldman Sachs & Co. LLC

 

InspereX LLC

 


FAQ

What is the interest rate and maturity date for GS's new callable fixed rate notes?

Goldman Sachs (GS) is offering callable fixed rate notes with an interest rate of 5.45% per annum, maturing on June 25, 2037. Interest will be paid annually on June 25, with the first payment on June 25, 2026.

What is the total value and pricing of GS's new notes offering?

The total value of the notes offering is $2,000,000. The notes are being offered at 100% of face value (initial price to public), with an underwriting discount of 2.1% ($42,000), resulting in net proceeds to Goldman Sachs of $1,958,000 before expenses.

When can Goldman Sachs (GS) redeem these callable notes?

GS can redeem the notes at their option, in whole but not in part, on each redemption date (March 25, June 25, September 25, and December 25) starting from June 25, 2027. Redemption requires at least 5 business days' prior notice and will be at 100% of principal plus accrued interest.

Who are the underwriters for GS's 2037 callable notes and what are their allocations?

The notes are being underwritten equally by Goldman Sachs & Co. LLC and InspereX LLC, with each underwriter allocated $1,000,000 of the total $2,000,000 principal amount.

Are GS's new callable fixed rate notes FDIC insured?

No, these notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation (FDIC) or any other governmental agency. They are not obligations of, or guaranteed by, a bank.
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