GS Group and Goldman Sachs & Co. Report 5.8% Stake in SOBO

Rhea-AI Filing Summary

South Bow Corporation's Schedule 13G shows The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC jointly reporting beneficial ownership of 12,001,818.12 shares of South Bow common stock, representing 5.8% of the class. Both reporting persons disclose 0 sole voting and 0 sole dispositive power and 12,001,074.12 shared voting and shared dispositive power, indicating the position is held with shared authority across affiliated entities. The filing identifies GS Group as a parent holding company and Goldman Sachs & Co. LLC as a broker-dealer and registered investment adviser subsidiary. The statement certifies the securities are held in the ordinary course of business and not to effect a change in control.

Positive

• Beneficial ownership of 12,001,818.12 shares reported, a material stake above the 5% disclosure threshold
• Joint filing agreement (Exhibit 99.1) clarifies coordinated reporting between GS Group and Goldman Sachs & Co. LLC

Negative

• Sole voting and sole dispositive power reported as 0.00, indicating no unilateral control
• Shared voting/dispositive power (12,001,074.12) means influence is not exercised by a single entity

Insights

Financial Analyst

Goldman Sachs reports a material, passive stake in South Bow equal to 5.8% of the class.

The Schedule 13G discloses an aggregate beneficial ownership of 12,001,818.12 shares (5.8%). Reported voting/dispositive metrics show 0 sole and 12,001,074.12 shared voting and dispositive power, consistent with a passive, non-control position under Schedule 13G rules. For investors, the key data point is the size of the holding—above the 5% disclosure threshold—while the certification language explicitly states the position is held in the ordinary course and not to influence control. The filing also clarifies organizational roles: GS Group as parent holding company and Goldman Sachs & Co. LLC as its broker-dealer/investment adviser subsidiary per Exhibit 99.2.

Corporate Governance Expert

Stake is material by size but presented as passive, with shared authority across affiliated entities.

The report shows >5% ownership, triggering public disclosure, yet records no sole voting or dispositive power, only shared powers of 12,001,074.12. The joint filing agreement (Exhibit 99.1) and subsidiary identification (Exhibit 99.2) document the relationship and allocation of responsibilities among reporting entities. The Item 10 certification states the holdings were not acquired to change control, which under governance norms signals a passive investment rather than an activist intent. This combination is material to shareholders for transparency but does not, per the filing, indicate governance change.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

SOUTH BOW CORPORATION

(Name of Issuer)

Common Stock

(Title of Class of Securities)

83671M105

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 83671M105

1

Names of Reporting Persons

THE GOLDMAN SACHS GROUP, INC.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 12,001,074.12
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 12,001,074.12

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,001,818.12

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.8 %

12

Type of Reporting Person (See Instructions)

HC, CO

SCHEDULE 13G

CUSIP No. 83671M105

1

Names of Reporting Persons

GOLDMAN SACHS & CO. LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 12,001,074.12
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 12,001,074.12

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,001,818.12

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.8 %

12

Type of Reporting Person (See Instructions)

BD, OO, IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: SOUTH BOW CORPORATION
(b)	Address of issuer's principal executive offices: 707 5 STREET SW, SUITE 900, CALGARY, Z4,T2P 5H1
Item 2.
(a)	Name of person filing: THE GOLDMAN SACHS GROUP, INC.| GOLDMAN SACHS & CO. LLC
(b)	Address or principal business office or, if none, residence: The Goldman Sachs Group, Inc. 200 West Street New York, NY 10282| Goldman Sachs & Co. LLC 200 West Street New York, NY 10282
(c)	Citizenship: THE GOLDMAN SACHS GROUP, INC. - Delaware| GOLDMAN SACHS & CO. LLC - New York
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 83671M105
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s).
(b)	Percent of class: See the response(s)to Item 11 on the attached cover page(s).
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s).
	(ii) Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s).
	(iii) Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s).
	(iv) Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Exhibit (99.2)
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

THE GOLDMAN SACHS GROUP, INC.

Signature:	Name: Abhilasha Bareja
Name/Title:	Attorney-in-fact
Date:	07/17/2025

GOLDMAN SACHS & CO. LLC

Signature:	Name: Abhilasha Bareja
Name/Title:	Attorney-in-fact
Date:	07/17/2025

Exhibit Information

EXHIBIT (99.1) JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $ per share, of SOUTH BOW CORPORATION and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G. Date: 07/17/2025 THE GOLDMAN SACHS GROUP, INC. By:/s/ Abhilasha Bareja ---------------------------------------- Name: Abhilasha Bareja Title: Attorney-in-fact GOLDMAN SACHS & CO. LLC By:/s/ Abhilasha Bareja ---------------------------------------- Name: Abhilasha Bareja Title: Attorney-in-fact EXHIBIT (99.2) ITEM 7 INFORMATION The securities being reported on by The Goldman Sachs Group, Inc. ("GS Group"), as a parent holding company, are owned, or may be deemed to be beneficially owned, by Goldman Sachs & Co. LLC ("Goldman Sachs"), a broker or dealer registered under Section 15 of the Act and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. Goldman Sachs is a subsidiary of GS Group.

FAQ

How many South Bow (SOBO) shares does Goldman Sachs report owning?

12,001,818.12 shares are reported as the aggregate beneficial ownership by the reporting persons.

What percentage of SOBO does the reported stake represent?

5.8% of the outstanding class is reported in the Schedule 13G.

Does Goldman Sachs report sole voting or dispositive power over the shares?

No; sole voting power and sole dispositive power are reported as 0.00, while shared voting and dispositive power are 12,001,074.12.

Which entities filed the Schedule 13G for SOBO?

The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC are the reporting persons named in the filing.

Is the stake reported as intended to change control of South Bow?

No; the filing includes a certification that the securities are held in the ordinary course of business and were not acquired to change or influence control.