GS Offers S&P 500-Linked Notes: 14.35% Cap, 10% Buffer to 2027
Rhea-AI Filing Summary
Goldman Sachs (GS) Free Writing Prospectus – Market-Linked Securities
The filing describes an offering of S&P 500-linked Medium-Term Notes, Series F, issued by GS Finance Corp. and fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. Key economic terms are as follows:
- Tenor: approximately 2 years (issue expected 1 Jul 2025; maturity expected 1 Jul 2027).
- Upside: 100 % participation in any positive index return, capped at a maximum return of at least 14.35 % ($1,143.50 per $1,000 note).
- Downside: 1-to-1 exposure to the first 10 % decline in the S&P 500; investor may lose up to 10 % of principal. A minimum payment of $900 provides a limited buffer.
- Coupon: none; the notes are non-interest-bearing.
- Estimated value: $925 – $955 per $1,000 face amount at pricing, below the $1,000 issue price.
- Underwriting discount: up to 2.575 %, with selling concessions to Wells Fargo Advisors of 2.00 % and a 0.075 % distribution expense fee.
- Market measure: S&P 500 Index; starting level set on 26 Jun 2025; ending level observed on 28 Jun 2027.
- CUSIP: 40058JFK6.
The securities carry the credit risk of both GS Finance Corp. and the parent guarantor, offer no equity ownership rights, and may trade at prices influenced by volatility, interest rates and issuer credit spreads. Investors should review the referenced preliminary pricing supplement, product supplement no. 5, underlier supplement no. 44, prospectus supplement and base prospectus for full terms and risk disclosures.
Insights
TL;DR Routine capital-raising; notes offer 14.35 % capped upside, 10 % downside buffer, no coupon—neutral for GS, risk-return trade-off for buyers.
From Goldman’s standpoint the product is a low-cost funding source: investors forego coupons and accept a fair-value estimate 4-7.5 % below issue price, providing the bank with embedded margin. Credit exposure remains unchanged because the notes rank pari passu with other senior unsecured debt. For investors, the structure is straightforward—full index participation up to a modest 14.35 % cap and a 10 % principal buffer. Relative to traditional principal-protected notes, risk is higher (up to 10 % loss) while potential reward is constrained versus direct equity exposure. Secondary liquidity is unlikely to be robust, and valuation will be sensitive to S&P 500 volatility and GS credit spreads. Overall impact on GS financials is immaterial given the likely small issuance size, so I classify the filing as neutral.
TL;DR Offering adds retail-friendly structured note; immaterial for GS results, yields limited upside for buyers—allocation depends on risk budget.
The 2-year tenor aligns with many retail investors’ horizons, but a 14.35 % cap equates to roughly 6.9 % annualized maximum return—below long-term S&P 500 averages. The 10 % buffer may appeal in mildly bearish outlooks, yet investors bear GS credit risk and illiquidity. Institutional portfolios would likely prefer direct equity or listed options for more efficient exposure. For GS, issuing zero-coupon, partially at-risk notes trims funding costs versus conventional debt. However, in the context of Goldman’s $500-plus billion balance sheet, this deal is financially negligible. I therefore assign a neutral impact score.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What is the maximum return on Goldman Sachs (GS) S&P 500-linked notes?
How much principal protection do the GS Market-Linked Securities provide?
Do the securities pay periodic interest or coupons?
When do the GS structured notes mature?
Who guarantees payment on these securities?
Why is the estimated value ($925–$955) below the $1,000 issue price?
AI-generated analysis. How Rhea-AI works. Not financial advice.
Free Writing Prospectus pursuant to Rule 433 dated June 20, 2025
Registration Statement No. 333-284538
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Market Linked Securities — Upside Participation to a Cap and Partial Principal Return at Maturity Principal at Risk Securities Linked to the S&P 500® Index due July 1, 2027 |
Summary of Terms |
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Hypothetical Payout Profile* |
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Company (Issuer) and Guarantor: |
GS Finance Corp. (issuer) and The Goldman Sachs Group, Inc. (guarantor) |
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* assumes a maximum return of 14.35% of the face amount per security ($143.50 per security). If the ending level is less than the starting level, you will have 1-to-1 downside exposure to the first 10% decline in the level of the underlier from the starting level and you may lose up to 10% of the face amount of your securities at maturity. You should read the accompanying preliminary pricing supplement dated June 20, 2025, which we refer to herein as the accompanying preliminary pricing supplement, to better understand the terms and risks of your investment, including the credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc. The securities are part of the Medium-Term Notes, Series F program of GS Finance Corp. and are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. This document should be read in conjunction with the following: ● Preliminary pricing supplement dated June 20, 2025 ● WFS Product Supplement no. 5 dated February 14, 2025 ● Underlier supplement no. 44 dated March 20, 2025 ● Prospectus supplement dated February 14, 2025 ● Prospectus dated February 14, 2025 |
Market measure: |
the S&P 500® Index (the “underlier”) |
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Pricing date: |
expected to be June 26, 2025 |
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Issue date: |
expected to be July 1, 2025 |
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Calculation day: |
expected to be June 28, 2027 |
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Stated maturity date: |
expected to be July 1, 2027 |
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Starting level: |
the closing level of the underlier on the pricing date |
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Ending level: |
the closing level of the underlier on the calculation day |
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Underlier return: |
ending level – starting level starting level |
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Maximum return: |
at least 14.35% of the face amount per security (at least $143.50 per security) |
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Minimum payment at maturity: |
$900.00 per security (90% of the face amount) |
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Upside participation rate: |
100% |
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Payment amount at maturity (for each $1,000 face amount of your securities): |
• if the ending level is greater than the starting level: $1,000 plus the lesser of: (i) $1,000 × underlier return × upside participation rate; and (ii) the maximum return; or • if the ending level is less than or equal to the starting level: the greater of: (i) $1,000 + ($1,000 × underlier return); and (ii) the minimum payment at maturity |
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Underwriting discount: |
up to 2.575% of the face amount*; Wells Fargo Securities, LLC (“WFS”) is the agent for the distribution of the securities. WFS will receive the underwriting discount of up to 2.575% of the aggregate face amount of the securities sold. The agent may resell the securities to Wells Fargo Advisors (“WFA”) at the original issue price of the securities less a concession of 2.00% of the aggregate face amount of the securities. In addition to the selling concession received by WFA, WFS advises that WFA may also receive out of the underwriting discount a distribution expense fee of 0.075% for each $1,000 face amount of a security WFA sells. |
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The estimated value of your securities at the time the terms of your securities are set on the pricing date is expected to be between $925 and $955 per $1,000 face amount. See the accompanying preliminary pricing supplement for a further discussion of the estimated value of your securities. |
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CUSIP: |
40058JFK6 |
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Tax consequences: |
See “Supplemental Discussion of U.S. Federal Income Tax Consequences” in the accompanying preliminary pricing supplement |
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* In addition, in respect of certain securities sold in this offering, GS&Co. may pay a fee of up to 0.20% of the aggregate face amount of the securities sold to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers.
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The securities have more complex features than conventional debt securities and involve risks not associated with conventional debt securities. See “Risk Factors” in this term sheet and in the accompanying preliminary pricing supplement. This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the securities without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlier, the terms of the securities and certain risks.
About Your Securities |
GS Finance Corp. and The Goldman Sachs Group, Inc. have filed a registration statement (including a prospectus, as supplemented by the prospectus supplement, underlier supplement no. 44, WFS product supplement no. 5 and preliminary pricing supplement listed below) with the Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus, prospectus supplement, underlier supplement no. 44, WFS product supplement no. 5 and preliminary pricing supplement, and any other documents relating to this offering that GS Finance Corp. and The Goldman Sachs Group, Inc. have filed with the SEC for more complete information about us and this offering. You may get these documents without cost by visiting EDGAR on the SEC web site at sec.gov. Alternatively, we will arrange to send you the prospectus, prospectus supplement, underlier supplement no. 44, WFS product supplement no. 5 and preliminary pricing supplement if you so request by calling (212) 357-4612.
Risk Factors |
An investment in the securities is subject to risks. Many of the risks are described in the accompanying preliminary pricing supplement, accompanying WFS product supplement no. 5, accompanying underlier supplement no. 44, accompanying prospectus supplement and accompanying prospectus. Below we have provided a list of risk factors discussed in the accompanying preliminary pricing supplement (but not those discussed in the accompanying WFS product supplement no. 5, accompanying underlier supplement no. 44, accompanying prospectus supplement and accompanying prospectus). In addition to the below, you should read in full “Selected Risk Considerations” in the accompanying preliminary pricing supplement, “ Risk Factors” in the accompanying WFS product supplement no. 5, “Additional Risk Factors Specific to the Securities” in the accompanying underlier supplement no. 44, as well as the risks and considerations described in the accompanying prospectus supplement and accompanying prospectus.
The following risk factors are discussed in greater detail in the accompanying preliminary pricing supplement:
Risks Related to Structure, Valuation and Secondary Market Sales ▪ The Estimated Value of Your Securities At the Time the Terms of Your Securities Are Set On the Pricing Date (as Determined By Reference to Pricing Models Used By GS&Co.) Is Less Than the Original Issue Price Of Your Securities ▪ The Securities Are Subject to the Credit Risk of the Issuer and the Guarantor ▪ The Amount Payable on Your Securities Is Not Linked to the Level of the Underlier at Any Time Other Than the Determination Date ▪ You May Lose a Portion of Your Investment in the Securities ▪ Your Securities Do Not Bear Interest ▪ The Potential for the Value of Your Securities to Increase Will Be Limited |
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▪ You Have No Shareholder Rights or Rights to Receive Any Underlier Stock ▪ The Market Value of Your Securities May Be Influenced by Many Unpredictable Factors Risks Related to Tax ▪ Certain Considerations for Insurance Companies and Employee Benefit Plans ▪ Your Securities Will Be Treated as Debt Instruments Subject to Special Rules Governing Contingent Payment Debt Instruments for U.S. Federal Income Tax Purposes ▪ Foreign Account Tax Compliance Act (FATCA) Withholding May Apply to Payments on Your Securities, Including as a Result of the Failure of the Bank or Broker Through Which You Hold the Securities to Provide Information to Tax Authorities |
For details about the license agreement between the underlier sponsor and the issuer, see “The Underliers - S&P 500® Index” on page S-125 of the accompanying underlier supplement no. 44.
Wells Fargo Advisors 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.
This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the securities without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlier, the terms of the securities and certain risks.
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