[144] PUMA BIOTECHNOLOGY INC SEC Filing

Rhea-AI Filing Summary

GS Finance Corp., a subsidiary of The Goldman Sachs Group, Inc., is issuing $592,000 of Autocallable Equity-Linked Notes due July 15, 2030 under its Series F medium-term note program. The notes are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. and will be sold at 100% of face value on the original issue date of July 10 2025.

Structure: the zero-coupon notes provide two potential payment scenarios:

• Automatic call – If, on the single call observation date (July 7 2027), the closing price of each reference stock (UNH, CRWD, AMZN, PLTR, NVDA) is ≥ 80% of its initial price, the notes are redeemed early for $1,450 per $1,000 face amount (45.0% gross return, ≈18% IRR).
• Maturity payment – If not called, holders receive on July 15 2030:
• Face amount × [1 + 100% × lesser-performing stock return] if each final price > initial price.
• Face amount ($1,000) if any final price ≤ initial price.

Reference stock initial prices: UNH $303.71; CRWD $505.46; AMZN $223.47; PLTR $139.12; NVDA $158.24 (all recorded on trade date 07-07-25).

Economics & fees: underwriting discount 1.125%; net proceeds 98.875%. The estimated value at pricing is $938 per $1,000, reflecting model value minus fees and hedging spread. GS &Co.’s bid/ask adjustment ($62) amortises to zero by 10-07-25, after which secondary quotes align with the model value.

Risk / return profile:

• Principal preservation – No loss of principal provided GS and guarantor remain solvent.
• Upside capped – 45% maximum via automatic call; otherwise uncapped but only if all five stocks rise.
• Worst-of basket – Maturity upside linked to single worst performer; any lagging stock nullifies growth.
• Credit risk – Payments depend on GS Finance Corp. and The Goldman Sachs Group, Inc.
• Liquidity – No listing; market-making discretionary; investors may face wide spreads.
• Valuation discount – Issue price exceeds model value by 6.2%, creating negative carry if sold early.

Key dates: Trade 07-07-25 | Issue 07-10-25 | Call observation 07-07-27 | Call payment 07-14-27 | Determination 07-08-30 | Maturity 07-15-30.

Investors seeking equity exposure with principal protection and potential for a 45% pre-maturity return may find the notes attractive, but must weigh valuation discount, concentration in five high-beta technology / healthcare names, call risk, and Goldman Sachs credit exposure.

Positive

• 45% potential return in under two years if call condition met, equating to an attractive ~18% annualised yield.
• Full principal protection at maturity regardless of equity performance, subject to GS credit.
• Exposure to five large-cap growth stocks with 100% upside participation on the worst performer when all finish positive.

Negative

• Estimated value is $938, a 6.2% discount to issue price, creating negative mark-to-market at outset.
• Upside capped at $1,450 if automatically called; thereafter growth depends on every stock rising.
• Worst-of basket risk: a single underperformer eliminates upside at maturity.
• Product carries issuer and guarantor credit risk; no FDIC insurance.
• Liquidity risk: unlisted notes with discretionary market-making and potentially wide bid/ask spreads.

Insights

Structured Products Analyst

TL;DR 45% callable coupon with principal protection, but worst-of condition and 6% valuation drag temper attractiveness.

From a structured-products standpoint the deal offers an eye-catching 45% gross return in just under two years if all five volatile growth stocks hold ≥80% of current levels. Principal is protected at maturity, yet upside participation after 2027 is conditional on every name finishing positive, and is further limited to the least performing stock. Historical co-movement suggests elevated risk one component underperforms, making the expected value lower than headline figures imply. The initial model value (93.8) exposes investors to an immediate 6.2-point mark-to-model loss; secondary liquidity will likely be thin. Overall impact on GS is immaterial; for investors, product is niche and suitable only for those comfortable with credit risk and early-call reinvestment risk.

Portfolio Manager – Multi-Asset

TL;DR Product offers equity kicker with capital preservation, but limited upside and reinvestment risk.

From an asset-allocation perspective these notes may substitute for short-dated IG credit with embedded equity optionality. The 45% call payoff equates to ~18% annualised, attractive versus current HY spreads; however, the call likely triggers in up-markets, removing exposure precisely when risk assets perform and forcing reinvestment at lower yields. If not called, investors merely break even unless all five stocks rally. Given concentration in high-volatility tech names, probability of at least one laggard is material. Credit quality (GS A- / A2) is solid but not risk-free. I classify the instrument as neutral impact given its small size relative to GS balance sheet and niche investor base.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	21580	76285.31	49638093	07/09/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	07/08/2025	Restricted Stock Vesting	Issuer			21580	07/08/2025	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Alan Auerbach 10880 Wilshire Boulevard Suite 2150 Los Angeles CA 90024	Common	07/08/2025	25592	90424.21

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What are the underlying stocks for GS Autocallable Notes (GS)?

The notes reference UNH, CRWD, AMZN, PLTR and NVDA; performance of the worst stock drives payouts.

How does the automatic call feature work?

If on July 7 2027 each stock closes ≥80% of its initial price, GS redeems the note for $1,450 per $1,000 face value.

What happens at maturity if the notes are not called?

On July 15 2030 you receive $1,000 plus 100% of the worst stock’s gain—provided all stocks are above initial levels; otherwise you get only $1,000.

Is my principal protected?

Yes, you receive at least the face amount at maturity, but payment depends on Goldman Sachs’ creditworthiness.

Why is the estimated value lower than the issue price?

The $938 model value reflects dealer hedging costs, fees and spreads; investors pay a 6.2% premium at issuance.

Can I sell the notes before maturity?

There is no exchange listing; GS &Co. may offer to buy the notes but secondary liquidity and pricing are uncertain.

What fees are embedded in the product?

Underwriting discount is 1.125%; other structuring and hedging costs are included in the price premium above estimated value.