Goldman Sachs Group Inc SEC Filings

GS Finance Corp. is offering $2,234,000 of Callable Buffered Monthly Russell 2000® Index-Linked Range Accrual Notes due November 26, 2030, guaranteed by The Goldman Sachs Group, Inc. These notes pay variable monthly interest based on how often the Russell 2000® Index closes at or above 85% of the initial level of 2,414.283. The maximum annualized interest rate is 6.35%, but if the index is below the 85% barrier on all reference dates in a period, the interest rate for that month will be 0%.

The notes may be redeemed at the issuer’s option at 100% of face amount plus accrued interest on any monthly interest payment date on or after November 26, 2026, which can shorten the investment term. At maturity, if the final index level is at least 85% of the initial level, holders receive full principal back; if it is lower, repayment is reduced in line with the index decline beyond the 15% buffer, and investors can lose a substantial portion of principal. The original issue price is 100% of face, with a 3.5% underwriting discount, and the estimated value at pricing is approximately $939 per $1,000 face amount.

GS Finance Corp., guaranteed by The Goldman Sachs Group, Inc., is issuing auto-callable structured notes linked to the Class A common stock of Strategy Inc (formerly MicroStrategy), UnitedHealth Group, Rocket Companies Class A, and NVIDIA. The notes mature on December 3, 2030, but will be automatically called from November 2026 through October 2030 if the closing price of each stock is at least its initial level ($179.04, $319.05, $18.12 and $182.55, respectively) on a call observation date.

Monthly coupons depend on stock performance. For each $1,000 face amount, if every stock is at or above 80% of its initial price on an observation date, the holder receives the “maximum coupon amount,” calculated as $6.792 per month (0.6792%, potential up to about 8.15% per year) times the number of elapsed observation dates minus prior coupons. If any stock is below 80% of its initial price, only the minimum coupon of $0.209 (0.0209% monthly, potential up to about 0.25% per year) is paid.

The aggregate face amount on the original issue date is $2,835,000, with a 100% issue price, a 3.75% underwriting discount and 96.25% net proceeds to the issuer. The estimated value at pricing is about $941 per $1,000 face amount. At maturity, if not called, each $1,000 of face amount returns $1,000 plus the final coupon. The notes are unsecured obligations, subject to the credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc., and are expected to have limited secondary market liquidity and complex adjustment and market disruption provisions.

GS Finance Corp., guaranteed by The Goldman Sachs Group, Inc., is offering principal-at-risk contingent income callable securities linked to the worst-performing of the S&P 500® Index, Russell 2000® Index and MSCI EAFE Index, maturing on an expected date of November 29, 2029. The notes can be redeemed early at the issuer’s discretion at 100% of principal plus any due coupon starting March 3, 2026 through August 30, 2029.

Holders may receive a contingent quarterly coupon of at least $20 per $1,000 only if, on each observation date, the closing value of every index is at or above 70% of its initial level; otherwise the coupon for that quarter is zero. At maturity, if every index is at or above 60% of its initial level, principal is repaid (and possibly the final coupon). If any index is below 60%, repayment is reduced in proportion to the worst-performing index, and the amount can be far below principal and as low as zero.

The securities do not participate in any index upside, carry the credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc., may pay few or no coupons, and are not listed on any exchange. The estimated value at pricing is expected to be between $920 and $980 per $1,000, below the original issue price.

GS Finance Corp. is offering $1,140,000 of auto-callable notes linked to the common stock of UnitedHealth Group, Oracle and Target, maturing on December 3, 2030. The notes pay monthly variable coupons: $5 per $1,000 face amount (0.5% monthly, up to 6% per year) if the closing price of each stock is at least 80% of its initial level, and $0.834 (about 1% per year) if any stock is below that trigger. The notes are automatically called on certain May and November observation dates from November 2026 to May 2030 if each stock is at least 85% of its initial price, returning principal plus the applicable coupon. Payments depend on the credit of GS Finance Corp. and The Goldman Sachs Group, Inc., and the estimated value at pricing is about $939 per $1,000, below the 100% issue price, reflecting fees and structuring costs.

GS Finance Corp., guaranteed by The Goldman Sachs Group, Inc., is offering $420,000 of S&P 500®-linked notes that provide principal repayment and equity upside but no interest payments.

The notes can be automatically called on November 24, 2027 if the S&P 500® closing level is at or above the initial level of 6,705.12, paying $1,070 per $1,000 face amount on December 2, 2027. If not called, at maturity on December 3, 2030 investors receive $1,000 plus 100% of any positive index return, based on the final underlier level on November 25, 2030, or just $1,000 if the index is flat or down.

The notes do not pay periodic interest and may trade below face value before call or maturity. Payments depend entirely on the credit of GS Finance Corp. and The Goldman Sachs Group, Inc. For U.S. tax purposes, the notes are treated as contingent payment debt instruments, so many holders will owe tax on deemed ordinary income each year based on a 4.34% comparable yield and a projected $1,244.31 payment at maturity, even though cash is generally only received at call or maturity.

GS Finance Corp., guaranteed by The Goldman Sachs Group, Inc., is offering ETF-linked notes tied to the VanEck Gold Miners ETF, State Street® SPDR® S&P® Regional Banking ETF and VanEck Semiconductor ETF. The notes have a face amount of $1,981,000 in aggregate, issued in $1,000 denominations, and mature on November 27, 2028, unless redeemed earlier.

The notes may pay a monthly coupon of $18.334 per $1,000 (1.8334% monthly, up to about 22% per year) if on each observation date all three ETFs are at or above 70% of their initial levels. If any ETF is below 70%, no coupon is paid for that month. At maturity, if no early redemption occurs and the worst-performing ETF is at or above 60% of its initial level, investors receive full principal back (and a final coupon only if all are at or above 70%). If the worst ETF is below 60%, repayment of principal is reduced one-for-one with that ETF’s loss, and all principal can be lost.

Goldman Sachs can redeem the notes at 100% of face amount plus any due coupon on monthly payment dates from May 2026 through October 2028. The original issue price is 100% of face amount, with a 1% underwriting discount, and the estimated value at pricing is about $953 per $1,000, reflecting structuring costs and dealer compensation. Payments depend on ETF performance and the credit of GS Finance Corp. and The Goldman Sachs Group, Inc.; investors do not receive ETF dividends or any ownership in the ETFs.

GS Finance Corp., guaranteed by The Goldman Sachs Group, Inc., is offering principal-at-risk contingent income auto-callable securities linked to the common stock of CVS Health Corporation. These unsecured notes can be redeemed early if CVS’s share price on a call observation date is at or above the initial share price, in which case holders receive their $1,000 principal per security plus any contingent coupon then due.

The notes pay contingent quarterly coupons only when CVS’s stock closes on an observation date at or above a downside threshold set at 75% of the initial share price; otherwise no coupon is paid for that quarter. If the notes are not called and the final share price is at or above the downside threshold, investors receive $1,000 plus the final contingent coupon at maturity. If the final share price is below the threshold, repayment of principal is reduced 1-to-1 with CVS’s decline, and the maturity payment can be significantly less than $1,000, including a total loss. Investors do not participate in any upside of CVS stock, and the estimated value per security at pricing is stated to be between $910 and $970, below the 100% issue price.

GS Finance Corp., guaranteed by The Goldman Sachs Group, Inc., is offering leveraged buffered notes linked to the S&P 500® Futures Excess Return Index, maturing on or about December 8, 2028. The notes pay no interest and the cash payment at maturity depends entirely on index performance between an initial level set on the trade date and the final level on the determination date.

If the index return is positive or zero, holders receive the face amount plus 1.10 times the index gain. If the index declines by up to 20%, holders receive a positive return equal to the absolute decline. If the index falls by more than 20%, losses exceed the 20% buffer and the payout equals the face amount plus the index return plus 20%, so a substantial loss of principal is possible. The estimated value at pricing is expected to be between $890 and $920 per $1,000 face amount, reflecting fees, hedging and structuring costs, and payments are subject to the credit risk of GS Finance Corp. and its guarantor.

GS Finance Corp., guaranteed by The Goldman Sachs Group, Inc., is offering $3,016,000 of Buffered S&P 500® Index-Linked Notes due November 30, 2027. These unsecured notes pay no interest and repay at maturity an amount tied to the S&P 500® Index level on the November 24, 2027 determination date, starting from an initial level of 6,705.12.

For each $1,000 note, upside is linked one-for-one to the index but is capped at a maximum settlement of $1,171 (a 17.1% gain). A 20% downside buffer means that if the index is down but no more than 20%, the payoff increases with the absolute loss (you gain when the index is modestly down). If the index falls by more than 20%, losses beyond that buffer reduce principal and a substantial loss of invested amount is possible.

The notes were issued at 100% of face value with a 0.75% underwriting discount, generating net proceeds of 99.25% to the issuer. The estimated initial value is approximately $986 per $1,000 based on Goldman Sachs & Co. LLC pricing models, reflecting structuring costs and dealer compensation. Payments depend on the credit of GS Finance Corp. and the guarantor, and the notes will not be listed on any exchange.