Goldman Sachs Group Inc SEC Filings

GS Finance Corp., guaranteed by The Goldman Sachs Group, Inc., is marketing Contingent Income Auto-Callable Securities linked to the Class A common stock of Rivian Automotive, Inc. (RIVN). The notes are expected to price on or about July 17 2025, settle on July 22 2025 and, unless automatically called, mature on July 20 2028.

The securities pay a contingent quarterly coupon of at least $61.875 per $1,000 face value if, on the relevant observation date, Rivian’s share price is at or above the 60 % downside threshold. No coupon is paid if the threshold is breached. Beginning with the first observation date on October 17 2025, the notes will be automatically called if Rivian’s closing price is at or above the initial share price; in that event investors receive the $1,000 principal plus the due coupon, and no further payments.

At maturity, investors receive (i) the full principal plus the final coupon if Rivian closes at or above 60 % of the initial price, or (ii) principal multiplied by the share-performance factor if the stock finishes below the threshold, exposing holders to losses in line with the underlying—potentially down to zero. The estimated value at pricing is $900–$960, below the $1,000 issue price. Other disclosed risks include issuer and guarantor credit exposure, Rivian’s limited trading history, the possibility of no coupon payments, limited liquidity and adverse tax treatment.

GS Finance Corp., guaranteed by The Goldman Sachs Group, Inc., has filed a preliminary Rule 424(b)(2) pricing supplement for Contingent Income Auto-Callable Securities linked to the Class A common stock of Rivian Automotive, Inc. (RIVN UW).

• Structure: Unsecured senior notes, $1,000 minimum denomination, not listed on any exchange. Expected to price 17 Jul 2025 and settle 22 Jul 2025; scheduled maturity 20 Jul 2028, unless automatically called earlier.
• Automatic call: Occurs on any quarterly call observation date (first: 17 Oct 2025) if Rivian’s closing price is ≥ the initial share price; investors then receive $1,000 principal plus the contingent coupon for that quarter and no further payments.
• Contingent coupon: At least $61.875 per $1,000 (rate set on pricing date) paid quarterly only when the Rivian closing price on the related observation date is ≥ the downside threshold price (60 % of the initial share price). Coupons may be skipped entirely.
• Principal repayment: • If at maturity the final share price is ≥ the downside threshold, investors receive $1,000 plus the final coupon.
  • If the final share price is < the threshold, repayment equals $1,000 × (final ÷ initial price), exposing holders to a loss of up to 100 % of principal.
• Key terms: Downside threshold = 60 % of initial; estimated value range = $900–$960 (9–10 % below issue price); underwriting discount = 2.25 %; Morgan Stanley receives a $22.50 selling concession (incl. $5 structuring fee).
• Risk highlights: Principal at risk, credit risk of both GS Finance Corp. and The Goldman Sachs Group, Inc.; no participation in upside beyond coupons; potential illiquidity; estimated value below offer price; recent high volatility in Rivian shares; adverse tax and withholding uncertainties.

The notes may appeal to investors seeking high contingent income and willing to accept equity downside and issuer credit risk in exchange for potential coupons and early redemption. They are not suitable for buy-and-hold investors requiring guaranteed principal, steady income, or secondary-market liquidity.

Goldman Sachs (GS) is marketing Market-Linked, Auto-Callable Securities tied to the worst performer among Microsoft (MSFT), Meta Platforms (META) and lululemon athletica (LULU).

• Key dates: Pricing 25-Jul-2025; potential call 30-Jul-2026; maturity 28-Jul-2028.
• Upside: 200% participation in the worst-performing stock if the note is not called and that stock ends above its start level. If called, return is capped at a 27% premium.
• Contingent absolute return: If the worst performer finishes between 50% and 100% of its start price, investors receive a positive return equal to the absolute move.
• Principal risk: If the worst performer closes below 50% of its start price at final valuation, loss is 1-for-1 with the decline, exposing holders to losses >50% of principal.
• Estimated value: $925–$955 per $1,000 face amount, indicating an initial cost of 4.5%–7.5% above model value; underwriting discount up to 2.575%.
• Credit: Unsecured obligation of GS Finance Corp., fully guaranteed by The Goldman Sachs Group, Inc.
• Other features: No periodic coupons, secondary market liquidity uncertain, tax treatment uncertain.

The product suits investors seeking enhanced equity upside with conditional protection, and who are comfortable with issuer credit and market risks.

Goldman Sachs (GS) has filed an FWP for a new structured note—Market Linked Securities, Series F—tied to the EURO STOXX 50® Index and due July 27, 2028. The $1,000-denominated notes combine three key features: (1) 150% leveraged upside on index appreciation if the securities are not called, (2) a one-time automatic call on July 27, 2026 that provides a minimum 10.40% call premium if the index closes at or above its initial level, and (3) a 15% downside buffer that absorbs index losses down to 85% of the starting level. Below that threshold, investors are exposed to 1-for-1 downside participation up to an 85% maximum loss of principal at maturity.

Key economic terms:

• Pricing date: expected July 22, 2025; Issue date: July 25, 2025; Maturity: July 27, 2028
• Starting level: closing level on pricing date; Threshold: 85% of starting level
• Estimated value: $925 – $955 per $1,000 face amount (4.5-7.5% discount to issue price)
• Underwriting discount: up to 2.575%; additional dealer fees up to 0.3%

Payoff structure: If automatically called, payment equals $1,000 + call premium (≥$104). If not called and the index rises, maturity payment equals $1,000 + (150% × index return). If the index ends 0-15% lower, principal is returned; below the 85% threshold, repayment is reduced dollar-for-dollar beyond the 15% buffer.

Risk highlights: Investors face full issuer and guarantor credit risk, no periodic interest, a capped return if called, and potential loss of up to 85% of principal. The secondary market value may be volatile and is expected to start below par, as the bank’s model-based estimated value is $925–$955. Tax treatment is uncertain; FATCA withholding could apply.

The securities are offered under the GS Finance Corp. medium-term note program and are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. Prospective investors should review the preliminary pricing supplement dated July 10, 2025, WFS product supplement no. 5, underlier supplement no. 45, prospectus supplement, and base prospectus for complete terms and risk factors.