Goldman Sachs Group Inc SEC Filings

Goldman Sachs Group, Inc. (GS) is issuing $100 million of Medium-Term Notes, Series N, due August 3, 2026. The securities feature two distinct interest phases:

• Fixed-rate period: From July 2, 2025 to, but excluding, October 2, 2025 the notes pay 5.00% per annum, with interest payable on October 2, 2025.
• Floating-rate period: From October 2, 2025 to, but excluding, maturity the notes pay compounded SOFR + 0.15% (subject to a 0.00% floor and 4.75% cap) with quarterly interest on Jan 2, Apr 2, Jul 2 and the maturity date.

The notes are issued at par; underwriting discount is 0.02%, yielding net proceeds of 99.98% of principal. Minimum denomination is $1,000, offered in integral multiples thereafter. The securities are senior, unsecured obligations of The Goldman Sachs Group, Inc., not covered by FDIC insurance and not redeemable prior to maturity. No exchange listing is planned, and the notes may be used in market-making transactions by Goldman Sachs & Co. LLC.

Key operational terms include Actual/360 day-count, following-unadjusted business-day convention, and Goldman Sachs & Co. LLC as calculation agent. Should SOFR become unavailable, an alternative benchmark will be selected pursuant to the indenture’s fallback provisions. U.S. tax counsel (Sidley Austin LLP) classifies the notes as variable-rate debt instruments; stated interest and any original-issue discount are taxable as ordinary income, while sale or maturity generates capital gain or loss.

Scale & impact: The $100 million size is modest relative to Goldman’s balance sheet and represents routine funding activity rather than a transformative capital event.

GS Finance Corp., fully guaranteed by The Goldman Sachs Group, Inc., plans to issue Market-Linked Securities titled “Autocallable with Contingent Coupon and Contingent Downside Principal-at-Risk Securities” linked to the common stock of NVIDIA Corporation (NVDA).

Key terms:

• Pricing / issue / maturity: expected 7 Jul 2025 / 10 Jul 2025 / 12 Jul 2028
• Face amount: $1,000 per note; CUSIP 40058JKY0
• Contingent coupon: ≥ $33.625 quarterly (≥ 13.45% p.a.) paid only if NVDA closes ≥ 60 % of its starting price on the relevant calculation day
• Automatic call: quarterly from Oct 2025; triggered when NVDA closes ≥ starting price. Holder then receives face value plus final coupon
• Downside protection: only to 60 % of starting price. If final price < 60 %, repayment = $1,000 × performance factor, exposing investor to losses > 40 % and up to 100 %
• Estimated value on pricing date: $925-$955 (92.5-95.5 % of face)
• Underwriting discount: up to 2.325 %; WFS may grant a 1.75 % concession to Wells Fargo Advisors and up to 0.075 % distribution fee

Risk highlights: investors bear full credit risk of both GS Finance Corp. and Goldman Sachs; potential total loss of principal; uncertain tax treatment; limited secondary market liquidity. The product offers no participation in NVDA upside beyond coupon payments.

The securities form part of GS’s Medium-Term Notes, Series F program. Full details, including extensive risk factors, appear in the preliminary pricing supplement dated 27 Jun 2025, WFS product supplement no. 5 and related prospectus documents on the SEC’s EDGAR system.

Goldman Sachs Finance Corp is offering $1,454,000 in Index-Linked Notes due 2028, guaranteed by Goldman Sachs Group. The notes track the performance of both the Russell 2000® Index and S&P 500® Index from June 25, 2025, to June 26, 2028.

Key features of the notes:

• No regular interest payments
• Return based on the lesser performing of the two indices
• 100% participation rate for positive index returns
• 15% downside buffer protection
• Initial index levels: Russell 2000® at 2,136.185 and S&P 500® at 6,092.16

The estimated value of the notes at pricing is $954 per $1,000 face amount, below the issue price. The notes carry significant risk as investors could lose a substantial portion of their investment if either index declines more than 15% from initial levels. The offering includes a 3.04% underwriting discount with net proceeds to issuer of 96.96%.

Goldman Sachs Finance Corp is offering $696,000 in Callable Contingent Coupon ETF-Linked Notes due 2028, guaranteed by Goldman Sachs Group. The notes are linked to the performance of the VanEck Semiconductor ETF with an initial level of $275.20.

Key features:

• Maturity: March 30, 2028, unless redeemed earlier
• Quarterly coupon: $22.75 per $1,000 (9.1% per annum) if ETF closes ≥80% of initial level
• Callable quarterly from December 2025 at 100% plus accrued coupon
• Principal protection if ETF declines no more than 20%; otherwise 1:1 loss below -20%

The estimated value is $960 per $1,000 face amount, below the issue price. Notes carry credit risk of GS Finance Corp and Goldman Sachs Group, and are not FDIC insured. Original issue price is 100% with 3% underwriting discount.

Goldman Sachs Finance Corp is offering $2,423,000 in Buffered Index-Linked Notes, guaranteed by Goldman Sachs Group, maturing June 28, 2030. The offering consists of two separate notes linked to the S&P 500 Index ($1,985,000) and Russell 2000 Index ($438,000).

Key features of both notes include:

• 5-year maturity with no interest payments
• 100% participation rate in index gains, subject to maximum settlement amounts of $1,615 (S&P) and $1,720 (Russell) per $1,000 face value
• 15% downside buffer - full principal protection if index decline is no more than 15%
• Below buffer level, losses track index minus 15% buffer

The notes are priced at 100% of face value with 4.125% underwriting discount. Estimated values are $943 (S&P) and $930 (Russell) per $1,000, below issue price. Notes carry credit risk of GS Finance Corp and Goldman Sachs Group as guarantor.

Goldman Sachs Finance Corp is offering $915,000 in S&P 500 Index-Linked Notes due 2028, fully guaranteed by The Goldman Sachs Group. The notes offer:

• Maturity date: March 30, 2028
• Initial underlier level: 6,092.16 (S&P 500 Index)
• Maximum settlement amount: $1,170 per $1,000 face amount
• Payment structure: If final index level exceeds initial level, return equals index return (capped at 17%). If final level is equal or lower, investors receive face amount

Key risks include: Notes are priced at $972 per $1,000 face amount (below issue price), subject to issuer/guarantor credit risk, and may have limited liquidity. Notes do not pay interest and returns are capped at 17%. Goldman Sachs & Co. LLC serves as calculation agent and primary dealer.

Offering overview: GS Finance Corp. is issuing $266,000 of Autocallable Goldman Sachs Momentum Builder® Focus ER Index-Linked Notes due July 2, 2030, fully and unconditionally guaranteed by The Goldman Sachs Group, Inc.

The notes pay no periodic interest and provide three potential cash-flow scenarios:

• Automatic call: If on the single call observation date (June 25, 2026) the index closes at or above the initial level of 105.86, the notes are redeemed early for $1,115 per $1,000 face amount (11.5% gross return) on July 2, 2026.
• Positive maturity payoff: If not called and the index ends above the initial level on the determination date (June 25, 2030), investors receive principal plus 3× the index return.
• Principal repayment: If the index return is zero or negative, investors receive only the $1,000 principal at maturity.

Underlying index mechanics: The Goldman Sachs Momentum Builder Focus ER Index dynamically reallocates among nine equity, fixed-income and commodity indices and a money-market component, subject to a 5% volatility cap, a momentum overlay and a 0.65% annual fee. A substantial portion of the index may be held in cash-equivalent positions, which can dampen performance.

Pricing details: Issue price is 100% of face; underwriting discount 3.875%, yielding 96.125% net proceeds. Goldman Sachs estimates the fair value on the trade date at approximately $903 per $1,000, implying an initial value gap of 9.7%. Secondary market quotes before September 25, 2025 will include an additional sales concession that amortises to zero by that date.

Key dates: Trade date – June 25, 2025; Issue date – June 30, 2025; Call observation – June 25, 2026; Stated maturity – July 2, 2030.

The notes are senior unsecured obligations of GS Finance Corp., carry the credit risk of both GS Finance Corp. and its parent guarantor, and are not FDIC-insured.

Goldman Sachs (GS) has filed a Free Writing Prospectus (FWP) for Contingent Income Auto-Callable Securities linked to NVIDIA Corporation (NVDA) common stock, due July 7, 2028. The unsecured notes will be issued by GS Finance Corp. and fully and unconditionally guaranteed by The Goldman Sachs Group, Inc.

Key structural terms include: (1) Pricing date expected July 3 2025 with an original issue date of July 9 2025; (2) Maturity on July 7 2028 unless called earlier; (3) Underlying: NVDA stock; (4) Downside threshold: 50 % of the initial share price; (5) Automatic call: if NVDA closes ≥ initial price on any quarterly call observation date between Oct 3 2025 and Apr 3 2028, investors receive $1,000 principal plus the contingent coupon and no further payments; (6) Contingent quarterly coupon: at least $25.75 per $1,000, payable only if NVDA ≥ downside threshold on the relevant observation date; coupons may be skipped entirely; (7) Estimated value: $910-$970, below the $1,000 issue price, reflecting selling concessions and hedging costs.

Payment scenarios: At maturity, investors receive (a) $1,000 plus the final coupon if NVDA ≥ downside threshold, or (b) $1,000 × (final/initial price) if NVDA < downside threshold— exposing holders to up to 100 % principal loss. No upside participation in NVDA appreciation is provided.

Risk highlights detailed in the FWP and related supplements include principal loss, skipped coupons, credit risk of GS Finance Corp. and guarantor GS, secondary-market illiquidity, valuation uncertainty (issue price > estimated value) and potential conflicts of interest arising from Goldman Sachs’ hedging and trading activities.

The notes target investors seeking above-market contingent income and a 50 % soft protection level in exchange for limited upside and the possibility of significant capital loss.

GS Finance Corp., guaranteed by The Goldman Sachs Group, Inc., is offering Autocallable Contingent Coupon Notes linked to the S&P 500 Futures 40% VT Adaptive Response 6% Decrement Index (USD) ER. The notes are expected to price on July 28 2025, settle on July 31 2025 and mature on August 5 2030, unless automatically called earlier.

Contingent quarterly coupon: at least $25 per $1,000 face amount (2.5%), providing up to ≈10% per annum. A coupon is paid only if the index level on the relevant observation date (quarterly, starting October 2025) is ≥ 60% of the initial level. If the index closes < 60% of the initial level, no coupon accrues for that quarter.

Automatic call feature: beginning July 2026 through April 2030, the notes will be redeemed at par plus the applicable coupon if the index closes ≥ the initial level on any observation date.

Maturity payment (if not called):

• Index decline < 40% (final level ≥ 60% of initial): repay par + final coupon.
• Index decline between 40% and 50% (final level 50%–60%): repay par only; no coupon.
• Index decline > 50% (final level < 50%): repay par + (underlier return × par); investors lose more than 50% of principal and receive no coupon.

Underlying index mechanics: The ER index seeks leveraged exposure (0-to-500%) to the S&P 500 Futures Excess Return Index, with daily leverage changes capped at 100%, and applies a fixed 6% per-annum decrement. The leverage magnifies losses, and the decrement drags on returns, causing structural underperformance versus a non-decrement index.

Pricing details: Issue price 100% of face. The estimated value on the trade date is $850-$890 per $1,000, meaning investors pay a premium of roughly 11-15% over the model value. Underwriting discount is undisclosed in the excerpt, and an additional amount is included in GS&Co.’s initial bid/ask that amortises to zero over time.

Key risks highlighted: credit risk of GS Finance Corp. and guarantor GS Group, substantial leverage in the index, the 6% decrement, possible large principal loss (>50%), and limited liquidity—GS&Co. is not obliged to make a market.

The SEC has not approved or disapproved the securities. The notes are not FDIC-insured.