Goldman Sachs Group Inc SEC Filings

Goldman Sachs Finance Corp., guaranteed by The Goldman Sachs Group, Inc., is offering Contingent Income Auto-Callable Securities linked to the Class A common stock of Palantir Technologies Inc. (PLTR). The notes are part of GS Finance Corp.’s Medium-Term Notes, Series F program and are issued under Registration Statement No. 333-284538.

Key structural terms

• Pricing date: expected on or about July 11 2025; original issue date: July 16 2025; stated maturity: July 14 2028, unless earlier called.
• Automatic call: If PLTR’s closing price on any quarterly call observation date is ≥ the initial share price, investors receive $1,000 per note plus the applicable contingent coupon and the securities terminate early.
• Contingent quarterly coupon: At least $47.75 per $1,000 note, paid only if PLTR’s price on the observation date is ≥ the downside threshold (50% of the initial price). Coupons can be skipped entirely for any quarter in which the condition is not met.
• Principal repayment: • If the final share price (July 11 2028) is ≥ the downside threshold, holders receive full principal plus the last coupon.
  • If below 50% of the initial price, repayment equals principal × (final price ÷ initial price), resulting in a partial or total loss of principal.
• Estimated value: $910 – $970 per $1,000 note, below the $1,000 issue price.
• CUSIP / ISIN: 40058JLT0 / US40058JLT06.

Risk highlights

• Principal at risk: investors may lose their entire investment if PLTR falls more than 50% by maturity and the notes have not been called.
• No upside participation: returns are limited to contingent coupons; investors do not share in any appreciation of PLTR.
• Credit exposure: payments depend on the ability of GS Finance Corp. and its guarantor, The Goldman Sachs Group, Inc., to meet their obligations.
• Market & liquidity risks: secondary trading may be limited and the market value can fluctuate due to numerous factors.
• Estimated value discount: the initial price includes underwriting and hedging costs, making the fair value lower than par at issuance.

Prospective investors are urged to read the preliminary pricing supplement dated July 2 2025, prospectus, prospectus supplement and General Terms Supplement No. 17,741 for complete terms, historical PLTR price data and detailed risk factors.

Goldman Sachs Group Inc. (GS), through its subsidiary GS Finance Corp., is marketing Contingent Income Auto-Callable Securities linked to the ordinary share of Spotify Technology S.A. (SPOT). The notes are unsecured obligations of GS Finance Corp. and are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc.

Key structural features

• Tenor: Expected issue on July 16 2025 and maturity on July 14 2028, unless called earlier.
• Underlying: Closing price of SPOT ordinary share.
• Contingent quarterly coupon: Set on the pricing date at not less than $29 per $1,000 annualized equivalent, payable only if SPOT closes at or above the 50 % downside threshold on the relevant observation date. Missed coupons are not recoverable.
• Automatic call: The securities are redeemed at par plus the due coupon if SPOT closes at or above the initial share price on any quarterly observation date, ending the trade early.
• Principal at risk: At maturity, if not previously called and SPOT has fallen below 50 % of the initial price, repayment equals the share performance factor, exposing investors to a full downside below the threshold.
• Estimated value: $910 – $970, below the $1,000 offering price, reflecting fees and dealer margins.
• CUSIP/ISIN: 40058JLU7 / US40058JLU78

Investor profile: Suited for investors seeking enhanced, but non-guaranteed, income in exchange for equity downside risk, limited upside participation, complex tax treatment, and GS credit exposure.

Principal risks

• Loss of some or all principal if SPOT declines more than 50 %.
• Possibility of zero coupons for multiple quarters.
• Credit risk of both GS Finance Corp. and The Goldman Sachs Group, Inc.
• Liquidity risk; secondary market may be limited and at prices well below par.
• Conflict of interest; Goldman may hedge or trade SPOT adversely to holders.
• Estimated value below issue price indicates negative yield if held to call without coupons.

Investors should review the accompanying preliminary pricing supplement, prospectus supplement, prospectus and general terms supplement no. 17,741 for full terms, historical SPOT data, and detailed tax considerations.