Goldman Sachs Group Inc SEC Filings

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.

Goldman Sachs (GS), through GS Finance Corp., is offering Contingent Income Auto-Callable Securities maturing on 22 July 2027. The notes are linked to the worst-performing of three equity benchmarks – the S&P 500, Russell 2000 and Nasdaq-100 – and are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc.

Key commercial terms

• Issue price: $1,000 per note; estimated value: $925–$985 (4.5–7.5 % below issue price).
• Coupon: contingent quarterly payment of >= $20.00 per $1,000 (≥ 8.0 % p.a.) if, on the relevant observation date, each index closes at or above its 70 % downside threshold. Otherwise no coupon is paid.
• Downside threshold: 70 % of initial level for each index (30 % protection buffer).
• Automatic call: on any quarterly observation date from 20 Oct 2025 to 19 Apr 2027 if each index is ≥ its initial level; investors then receive principal plus the coupon due.
• Redemption at maturity: • If all indices ≥ 70 % of initial, principal + final coupon; • otherwise, repayment is proportional to the worst-performing index (principal at risk down to zero).
• CUSIP/ISIN: 40058JNF8 / US40058JNF83.

Investor profile: suited to investors seeking enhanced income potential and willing to accept (1) full downside exposure below a 30 % buffer, (2) risk that no coupons are paid, (3) credit risk of GS Finance Corp. and its guarantor.

Risk highlights

• Principal is at risk; investors could lose their entire investment.
• The worst-of structure increases likelihood of missed coupons and capital loss.
• Secondary market may be illiquid; market value can deviate from theoretical value.
• Estimated value is below issue price, creating an initial mark-up to buyers.
• Tax treatment is uncertain; investors should consult tax advisers.

See the preliminary pricing supplement dated 10 July 2025, general terms supplement 17,741, underlier supplement 45, prospectus supplement and base prospectus for full terms, historical index data and detailed risk factors.

Offering Overview: GS Finance Corp., guaranteed by The Goldman Sachs Group, Inc., is offering Market Linked Securities (Series F) linked to the EURO STOXX 50® Index, due 27 July 2028. Each $1,000 note is unsecured, bears no coupon or dividend, and is intended to be held to maturity; all payments depend on issuer and guarantor credit.

Key Terms

• Face amount: $1,000; minimum denomination $1,000.
• Pricing date: 22 July 2025; issue date: 25 July 2025.
• Call date: 27 July 2026; automatic call if index ≥ starting level, paying face plus ≥10.40% call premium ($1,104).
• If not called, maturity (27 July 2028): 150% leveraged upside on index gains; full principal return if index decline ≤15%; 1-for-1 downside beyond 15% buffer, up to 85% loss.
• Starting level: index close on pricing date; threshold: 85% of starting level.
• Estimated value at pricing: $925–$955 (92.5%–95.5% of issue price).
• No exchange listing; secondary liquidity only through GS & Co. on a best-efforts basis.
• Underwriting discount up to 2.575% plus up to 0.3% dealer concession.

Risk Highlights

• Principal is at risk; investors could lose up to 85%.
• Exposure to Goldman Sachs credit and senior debt ranking.
• Estimated value below offer price reflects embedded fees and hedging costs.
• Early auto-call caps upside and introduces reinvestment risk.
• Complex payoff structure and uncertain U.S. tax treatment.

Suitability: Appropriate only for investors with a moderately bullish view on European equities who can accept complexity, limited liquidity and significant downside risk in exchange for enhanced upside participation and a 15% buffer.

GS Finance Corp., a wholly owned subsidiary of The Goldman Sachs Group, Inc., is offering $1,254,000 aggregate face amount of Autocallable Variable Coupon Equity-Linked Notes due July 3, 2030 under its Series F MTN program. The notes are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc.

Underlying basket: Amazon.com (AMZN), Meta Platforms Class A (META), Palantir Technologies Class A (PLTR), Tesla (TSLA) and NVIDIA (NVDA). The initial prices are set on June 26 2025 at $217.12, $726.09, $144.25, $325.78 and $155.02, respectively.

Coupon mechanics

• Monthly observation dates: 26th of each month from July 2025 to June 2030.
• If each stock closes ≥ 75 % of its initial price, investors receive the maximum coupon of $8.542 per $1,000 (0.8542 % monthly ≈10.25 % p.a.).
• If any stock closes < 75 %, investors receive the minimum coupon of $0.209 (0.0209 % monthly ≈0.25 % p.a.).

Automatic call feature

• Commences June 2026; assessed on every observation date through May 2030.
• The notes are called in whole if all five stocks close ≥ 90 % of their initial price. Payment on the fifth business day after an observation date equals face amount + applicable coupon; no further coupons accrue.

Principal repayment: If not previously called, holders receive $1,000 per note plus the final coupon at maturity; no downside protection on principal prior to maturity is offered.

Pricing & fees

• Issue price: 100 % of face.
• Underwriting discount: 3.75 %; net proceeds: 96.25 %.
• Estimated value at pricing: ~$936 per $1,000, reflecting model-based fair value below issue price. An additional ~$26.50 premium in secondary quotes amortises to zero by Oct 8 2025.

Denominations: $1,000 and integral multiples thereof. CUSIP 40058JLJ2. Original issue date: July 10 2025.

Key risks highlighted

• Credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc.
• Potential to earn only the minimum 0.25 % p.a. if any stock underperforms 75 % trigger.
• High call threshold (90 % for all stocks) may shorten tenor and cap income.
• Liquidity: no listing; market making at GS&Co.’s discretion with bid/ask spreads.
• Estimated value < issue price due to structuring costs and dealer margin.

The prospectus supplement details extensive anti-dilution provisions, market-disruption adjustments, taxation (characterised as a variable-rate debt instrument), and default calculation mechanics. Investors should review the 21 pages of “Additional Risk Factors Specific to Your Notes” beginning at page S-19.