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GS Finance Corp. (guaranteed by The Goldman Sachs Group, Inc.) is offering unsecured, senior market-linked notes tied to Reddit, Inc.’s Class A common stock. The two-year securities (pricing date July 10 2025; maturity July 29 2026) differ from conventional debt in three material ways:
- Contingent Fixed Return: If Reddit’s ending price is at or above 80 % of its starting price, holders receive face value plus a minimum 46.25 % return (≥ $462.50 per $1,000). This is the maximum upside; investors do not participate in any further appreciation.
- Contingent Downside: If the ending price falls more than 20 % below the starting price, repayment is reduced 1-for-1 with the decline. Investors can lose up to their entire principal.
- No interim cash flows: The notes pay no coupons or dividends and are designed to be held to maturity; there is no issuer call feature.
Key transactional details include:
- Face amount: $1,000 per note; denominations of $1,000.
- Original offering price: 100 % of face; underwriting discount up to 2.325 % ($23.25) plus up to 0.20 % dealer fee.
- Estimated value on the pricing date: $925–$955 (92.5 %–95.5 % of face), reflecting structuring and distribution costs.
- Threshold price: 80 % of starting price (20 % buffer).
- Calculation day: July 24 2026; Goldman Sachs & Co. LLC acts as calculation agent and market maker (no obligation to provide liquidity).
- Credit exposure: Unsecured obligations of GS Finance Corp. with full guarantee from The Goldman Sachs Group, Inc.; subject to issuer and guarantor credit risk.
- CUSIP: 40058JMJ1; no exchange listing.
Risk highlights disclosed in the supplement:
- Estimated value is below issue price; secondary prices will decline by the disclosed “additional amount” and are expected to trade at a discount.
- Full downside exposure beyond the 20 % threshold.
- Liquidity may be limited; GS&Co. and WFS are not required to maintain a market.
- Tax treatment uncertain; product expected to be treated as a pre-paid derivative contract.
- Reddit share price has limited history and “extreme and unusual volatility,” increasing outcome uncertainty.
The product targets investors comfortable with Reddit equity risk who seek enhanced, but capped, upside relative to the 20 % downside buffer and who can tolerate both issuer credit exposure and potential illiquidity.
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.
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