[424B2] GOLDMAN SACHS GROUP INC Prospectus Supplement
Rhea-AI Filing Summary
GS Finance Corp., guaranteed by The Goldman Sachs Group, Inc., is offering leveraged buffered notes linked to the S&P 500® Futures Excess Return Index, maturing in 2031.
Each note has a $1,000 face amount and pays no interest. At maturity, if the index is above its initial level, holders receive $1,000 plus at least 155% of the index gain. If the index is flat or down but not below 70% of its initial level, investors receive their full $1,000 back. Below that 70% buffer level, principal is reduced 1-for-1 with further index declines, so investors can lose a substantial portion of their investment.
The notes are unsecured obligations subject to the credit risk of GS Finance Corp. and its parent. The pricing models used to estimate fair value produce a value lower than the original issue price, and any secondary market, if available, may be limited and at prices below face value. The tax treatment is uncertain, though the issuer intends to treat the notes as pre-paid derivative contracts for U.S. federal income tax purposes.
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FAQ
What are the GS (GS Finance Corp.) leveraged buffered S&P 500 Futures Excess Return Index-linked notes?
These notes are unsecured debt of GS Finance Corp., fully and unconditionally guaranteed by The Goldman Sachs Group, Inc.. They are part of the Medium-Term Notes, Series F program and provide leveraged exposure to the S&P 500® Futures Excess Return Index over a term ending in 2031, with payments at maturity based on index performance rather than periodic interest.
How is the maturity payment on these GS notes determined?
On the stated maturity date, for each $1,000 face amount, investors receive:
• If the final index level is above the initial level: $1,000 + ($1,000 × the upside participation rate of at least 155% × the index return).
• If the final level is between the initial level and the 70% buffer level: $1,000.
• If the final level is below the 70% buffer level: $1,000 + ($1,000 × the 100% buffer rate × (index return + 30% buffer amount)), which can result in substantial principal loss.
Do the GS S&P 500 Futures Excess Return Index-linked notes pay interest?
No. The notes do not bear interest. Investors receive a single cash payment at maturity based on the underlier’s performance and the buffer structure, so total return comes solely from the payoff formula rather than coupons.
What is the underlier for these GS structured notes and how does it differ from the S&P 500 Index?
The underlier is the S&P 500® Futures Excess Return Index (Bloomberg: SPXFP Index), which tracks the performance of the nearest maturing quarterly E-mini S&P 500 futures contract, not the cash S&P 500 Index. Its level reflects futures pricing, including implicit financing costs and potential negative roll yields, so its return may differ from directly owning S&P 500 stocks or the S&P 500 Index.
What are the main risks of investing in these GS leveraged buffered notes?
Key risks include: (i) principal loss if the final index level is below the 70% buffer level, potentially a substantial portion of the investment; (ii) no interest payments, so opportunity cost versus traditional debt; (iii) credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc.; (iv) the initial estimated value is less than the original issue price; (v) uncertain and potentially adverse secondary market pricing; and (vi) structural risks tied to futures, such as financing costs and negative roll yields.
How liquid are these GS S&P 500 Futures Excess Return Index-linked notes expected to be?
The notes will not be listed on any securities exchange or interdealer quotation system. Goldman Sachs & Co. LLC has indicated it intends to make a market but is not obligated to do so and may discontinue at any time. As a result, investors may be unable to sell easily and, if they do, may receive less than face amount.
What are the U.S. federal income tax considerations for these GS structured notes?
According to the opinion of Sidley Austin LLP, it is reasonable to treat the notes as pre-paid derivative contracts on the underlier, with capital gain or loss recognized on sale, exchange or maturity equal to cash received minus tax basis. However, the tax characterization is uncertain, the IRS could assert a different treatment, and the notes are generally subject to FATCA withholding rules. Non-U.S. holders are also cautioned regarding potential application of section 871(m).


