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The filing record also identifies Goldman Sachs’ NYSE-listed common stock, preferred depositary shares, capital securities and medium-term notes issued by GS Finance Corp. Proxy materials disclose annual meeting matters, board governance, executive compensation and shareholder voting items, while registration-related exhibits document securities offerings and related terms.
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.