Goldman Sachs Group Inc SEC Filings

Offering overview: GS Finance Corp., guaranteed by The Goldman Sachs Group, Inc. (ticker GS), is marketing Autocallable Contingent Coupon Equity-Linked Notes due 5 Jan 2027 that reference the common stock of NVIDIA Corporation (NVDA). The preliminary filing discloses an issue price of 100 % of face value, a 1.5 % underwriting discount and net proceeds of 98.5 %. The issuer’s own valuation on the trade date is $925-$955 per $1,000 note, meaning investors pay 4.5-7.5 % above estimated fair value.

Income profile: The notes pay a contingent quarterly coupon only if NVDA closes at or above the coupon trigger—55 % of the initial level—on each observation date. The formula is $32.125 × (observation count) – coupons already paid, implying a potential cumulative coupon of up to $192.75 over six periods if the trigger is met every eligible quarter.

Early redemption: Any quarter in which NVDA closes at or above the initial level also serves as a call observation date; in that event the notes are automatically redeemed at par plus the due coupon, shortening the investment horizon.

Maturity mechanics: If not called, principal repayment depends on NVDA’s closing price on 30 Dec 2026. • At or above 55 % of initial: investors receive 100 % of face plus the final coupon (if the trigger is met). • Below 55 %: repayment equals $1,000 × (final/initial), exposing investors to the full downside beyond the 45 % buffer and up to total loss of principal.

Key structural terms: Trigger buffer and coupon trigger both fixed at 55 % of initial level; no upside participation beyond par. Calculation agent is Goldman Sachs & Co. LLC; CUSIP 40058JFQ3. Settlement is in cash only; the notes are senior unsecured obligations of GS Finance Corp. and rank pari passu with its other senior debt, fully and unconditionally guaranteed by GS.

Risk highlights: 1) Credit risk of GS Finance Corp. and GS; 2) Single-stock concentration in NVDA, a historically volatile equity; 3) Market value discount—initial fair value is below issue price and secondary prices will include dealer spreads; 4) No market listing, so liquidity depends on discretionary market-making; 5) Tax uncertainty—coupons likely taxed as ordinary income; 6) Limited upside: maximum return is coupons plus par, even if NVDA doubles.

These notes may appeal to investors seeking elevated income and willing to accept significant downside and credit risk tied to a single technology stock over an 18-month horizon.

Goldman Sachs Finance Corp has filed a prospectus supplement for Autocallable S&P 500 Index-Linked Notes due 2030, guaranteed by The Goldman Sachs Group. Key features include:

• Automatic Call Feature: Notes will be automatically called if the S&P 500 Index closes at or above initial level on July 6, 2026, paying $1,083 per $1,000 face amount
• Maturity Payment Structure: If not called early: - Above initial level: $1,000 + (100% upside participation) - Between 70-100% of initial level: $1,000 principal protected - Below 70%: Losses of 1% for each 1% decline beyond 30% buffer
• Key Dates: Trade date July 3, 2025; Maturity July 11, 2030
• Estimated Value: $885-$935 per $1,000 face amount, below issue price

Notes carry significant risk including potential loss of principal and credit risk of Goldman Sachs. No interest payments are made during the term.

Goldman Sachs Finance Corp has filed a Free Writing Prospectus for Contingent Income Callable Securities linked to the worst-performing of the S&P 500, Russell 2000, and Nasdaq-100 indices, due June 29, 2027. The securities offer:

• Quarterly contingent coupon of at least $26.25 per $1,000 principal if all indices stay above threshold levels
• Early redemption option starting December 30, 2025
• 75% downside threshold level for each index
• Principal at risk: investors could lose significant portion if any index falls below threshold

Key risks include potential loss of entire investment, credit risk of issuer/guarantor, and no participation in index appreciation. The estimated value range is $920-$980, below the issue price. The securities target investors seeking enhanced yield while accepting significant downside risk tied to multiple market indices.

Goldman Sachs Finance Corp has filed a prospectus supplement for Contingent Income Callable Securities linked to the worst-performing of the S&P 500, Russell 2000, and Nasdaq-100 indices, due June 29, 2027. The securities are guaranteed by Goldman Sachs Group.

Key features include:

• Principal Amount at Risk Securities with 2-year maturity
• Contingent quarterly coupon of at least $26.25 per $1,000 principal if all indices stay above 75% threshold
• Early redemption available at issuer's discretion from December 2025
• Downside risk if any index falls below 75% of initial value at maturity
• Estimated value range of $920-$980 per security, below issue price of $1,000

The securities offer higher potential yields in exchange for significant risks, including possible loss of principal and missed coupon payments if any index performs poorly. Investors do not participate in index appreciation beyond coupon payments.

Goldman Sachs (GS) Free Writing Prospectus – Market-Linked Securities

The filing describes an offering of S&P 500-linked Medium-Term Notes, Series F, issued by GS Finance Corp. and fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. Key economic terms are as follows:

• Tenor: approximately 2 years (issue expected 1 Jul 2025; maturity expected 1 Jul 2027).
• Upside: 100 % participation in any positive index return, capped at a maximum return of at least 14.35 % ($1,143.50 per $1,000 note).
• Downside: 1-to-1 exposure to the first 10 % decline in the S&P 500; investor may lose up to 10 % of principal. A minimum payment of $900 provides a limited buffer.
• Coupon: none; the notes are non-interest-bearing.
• Estimated value: $925 – $955 per $1,000 face amount at pricing, below the $1,000 issue price.
• Underwriting discount: up to 2.575 %, with selling concessions to Wells Fargo Advisors of 2.00 % and a 0.075 % distribution expense fee.
• Market measure: S&P 500 Index; starting level set on 26 Jun 2025; ending level observed on 28 Jun 2027.
• CUSIP: 40058JFK6.

The securities carry the credit risk of both GS Finance Corp. and the parent guarantor, offer no equity ownership rights, and may trade at prices influenced by volatility, interest rates and issuer credit spreads. Investors should review the referenced preliminary pricing supplement, product supplement no. 5, underlier supplement no. 44, prospectus supplement and base prospectus for full terms and risk disclosures.

GS Finance Corp., fully guaranteed by The Goldman Sachs Group, Inc., is offering $1.001 million aggregate face amount of Callable S&P 500 Futures Excess Return Index-Linked Notes due June 24, 2030 (CUSIP 40058JD85). The notes pay no periodic interest.

Payoff profile: if not called early, holders receive at maturity (i) 3.9 × index return when the final level exceeds the initial level of 496.78, (ii) full principal if the final level is between 65% and 100% of the initial level, or (iii) a loss of 1% for each 1% decline beyond the 65% trigger, exposing investors to up to 100% loss of principal.

Issuer call right: beginning June 23 2026 and on 47 subsequent monthly dates, the issuer may redeem the notes at 100% face value plus a call premium that starts at 13.0008% and steps up to 63.9206% by May 23 2030. Notice must be given at least 10 business days before the relevant call date.

Pricing & liquidity: issue price equals 100% of face; underwriting discount is 1.375%, yielding net proceeds of 98.625%. The estimated value at pricing is $935 per $1,000, reflecting dealer margins and Goldman’s credit spreads. GS&Co. may make markets but is not obligated to do so, and secondary prices before September 17 2025 will include an additional premium that amortizes to zero.

Key risks: credit risk of GS Finance Corp./Goldman Sachs, early-call reinvestment risk, leverage to futures-based underlier rather than the cash S&P 500, no interest income, and potential illiquidity. The notes are unsecured, unsubordinated obligations and are not FDIC-insured.

GS Finance Corp., guaranteed by The Goldman Sachs Group, Inc., is offering $1.441 million aggregate face amount of Leveraged Buffered S&P 500 Futures Excess Return Index-Linked Notes due 2030 (Medium-Term Notes, Series F).

Key payout mechanics

• Upside participation: 400% of any positive return in the S&P 500 Futures Excess Return Index (Bloomberg: SPXFP), subject to a maximum settlement amount of $1,655 per $1,000 face amount (65.5% cap).
• Downside protection: 20% buffer. If the index ends ≥80% of the initial level, investors receive full principal. Below the buffer, loss is 1% for every 1% drop.
• No coupons: the notes do not bear periodic interest.

Key dates & reference levels

• Trade date: 17 Jun 2025  |  Issue date: 23 Jun 2025
• Initial index level: 496.78
• Determination date: 17 Jun 2030  |  Maturity: 21 Jun 2030

Pricing & value considerations

• Issue price: 100% of face; underwriting discount: 0.5%; net proceeds: 99.5%.
• Estimated value at pricing: $967 per $1,000, 3.3% below the issue price, reflecting structuring and hedging costs.
• Additional amount: $33 (expires 16 Sep 2025) to mitigate early-deal value shortfall.

Risk highlights

• Credit risk of GS Finance Corp. (issuer) and Goldman Sachs Group (guarantor).
• Exposure to futures-based index, which may diverge from the cash S&P 500 Index.
• Market, liquidity and potential early-sale price concessions; investors may receive less than indicated values before maturity.

This pricing supplement should be read together with the February 14 2025 prospectus, general terms supplement 17,741, the May 2025 Index supplement, and underlier supplement 44. The SEC has neither approved nor disapproved the securities.

Goldman Sachs Group Inc. (GS), through issuer GS Finance Corp. and with a full and unconditional guarantee from the parent, has filed a Free Writing Prospectus for Market-Linked Securities — Autocallable with Contingent Coupon and Contingent Downside that reference the Class A common stock of Rivian Automotive, Inc. (RIVN). The notes are part of the Medium-Term Notes, Series F program.

Key economic terms: investors purchase $1,000 face-value notes that may pay a monthly contingent coupon of at least $18.00 (≥21.60% p.a.) whenever RIVN closes on the relevant calculation day at or above the Coupon Threshold Price (60 % of the starting price). Starting in December 2025, the notes are subject to automatic call if RIVN closes at or above the starting price, in which case investors receive par plus the final coupon and forego further payments.

At maturity on 29 June 2026, if not previously called, investors receive: (i) par if RIVN’s Ending Price is ≥ the Downside Threshold (50 % of the starting price); or (ii) par × Performance Factor if the Ending Price is below that threshold, exposing holders to the full downside of RIVN beyond a 50 % drawdown, up to a total loss of principal.

Risk / valuation: Estimated value on the pricing date is expected between $925 – $955 per $1,000, implying 4.5 %-7.5 % issuance premium. Investors face the credit risk of both GS Finance Corp. and The Goldman Sachs Group, Inc. The product’s high headline coupon is directly linked to RIVN’s elevated volatility and limited trading history; coupons are not guaranteed, and missed coupons do not accrue. Underwriting discount is up to 1.575 %, with additional 0.20 % selling concessions possible.

Bottom line: The structure offers attractive current income potential and early-call probability if RIVN remains flat or appreciates. However, upside is capped at coupons, while downside is significant once the stock falls more than 50 %, making the risk-reward profile suitable only for investors comfortable with single-stock volatility, product complexity, and GS credit exposure.

GS Finance Corp., fully guaranteed by The Goldman Sachs Group, Inc., is marketing Contingent Income Auto-Callable Securities (principal at risk notes) linked to one Class A subordinate voting share of Shopify Inc. (SHOP). The securities are expected to price on or about 27 Jun 2025, settle 2 Jul 2025 and mature, if not previously called, on 30 Jun 2028.

Coupon mechanics: on each quarterly coupon observation date the holder will earn a contingent coupon of at least $39.75 per $1,000 principal (rate to be set on the pricing date) provided Shopify’s closing price is at or above the downside threshold (50% of the initial share price). If the condition is not met, the coupon for that quarter is $0.00. Coupons cease after an automatic call.

Automatic call: if on any of the twelve scheduled observation dates (starting 29 Sep 2025) the underlying closes at or above its initial price, the note is redeemed early at 100% of principal plus the due coupon, and no further payments are made.

Maturity payment: • If the final share price is ≥ the 50% threshold, investors receive $1,000 plus the final coupon. • If it is < the threshold, repayment equals $1,000 × (final/initial price), exposing the investor to a partial or total loss of principal. The note offers no participation in upside beyond coupons.

Valuation & risk disclosure: the preliminary estimated value is $910-$970, below the $1,000 offering price, reflecting embedded fees and hedging costs. The notes are unsecured obligations of GS Finance Corp., rank pari-passu with its other senior debt, and carry the credit risk of both the issuer and guarantor. Key risks highlighted include potential loss of entire investment, contingent (and possibly zero) income, secondary-market and liquidity uncertainty, conflicts of interest from Goldman’s trading activities, and potential adverse tax treatment (including FATCA).

This Free Writing Prospectus must be read together with the preliminary pricing supplement dated 20 Jun 2025, general terms supplement no. 17,741, prospectus supplement and base prospectus, all available on the SEC’s EDGAR system.