[144] Xometry, Inc. SEC Filing

Rhea-AI Filing Summary

GS Finance Corp. is offering $1.08 million of Autocallable Contingent Coupon Equity-Linked Notes due 2028, fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. The notes are tied to the performance of Palantir Technologies Inc. (PLTR) Class A common shares and form part of Goldman’s Series F medium-term note program.

Key commercial terms

• Face amount: $1,000 per note (aggregate $1.08 million)
• Issue price: 100% (trade date 30-Jun-2025; settlement 03-Jul-2025)
• Quarterly contingent coupon: $69.625 (6.9625% per quarter, up to 27.85% p.a.) payable only if PLTR closes at or above 60% of the initial price ($136.32) on the relevant observation date.
• Automatic call: If PLTR closes at or above the initial price on any quarterly call observation date from Sep-2025 to Mar-2028, the notes are redeemed at par plus the due coupon.
• Downside protection: 40% buffer. If the final price on 30-Jun-2028 is ≥60% of the initial price, holders receive par plus any final coupon. If below 60%, repayment equals par plus (index return × par), exposing investors to full downside beyond the buffer.
• Estimated value at pricing: ~$970 per $1,000, reflecting structuring fees and dealer margin; underwriting discount 2%.
• Secondary market: GS & Co. may, but is not obliged to, make a market; bid/ask reflects estimated value plus declining premium (initially $25).
• Credit: senior unsecured obligation of GS Finance Corp. with unconditional guarantee from The Goldman Sachs Group, Inc.; not FDIC insured.

Risk highlights

• Investors may receive no coupons if PLTR trades below the 60% trigger on observation dates.
• If PLTR falls >40% at maturity and the note hasn’t been called, principal loss is one-for-one with the stock’s decline.
• Limited upside: maximum redemption is par plus due coupon; investors do not participate in stock gains above par.
• Market value likely to be below issue price; liquidity limited; pricing sensitive to GS credit spreads, PLTR volatility and interest rates.
• Product complexity, dilution events, market disruption adjustments and discretionary determinations by GS & Co. add additional risks.

The prospectus supplement also details anti-dilution adjustments, default provisions, tax characterization (income-bearing prepaid derivative contract) and extensive hypothetical scenarios illustrating coupon and principal outcomes.

Positive

• High contingent coupon of 6.9625% quarterly (up to 27.85% p.a.) when PLTR stays above the 60% trigger.
• 40% downside buffer protects principal unless PLTR falls more than 40% at maturity.
• Automatic call feature can return capital early at par plus coupon if PLTR performs well.
• Full and unconditional guarantee from The Goldman Sachs Group, Inc., enhancing credit quality relative to standalone issuer risk.

Negative

• Principal at risk: investors face one-for-one loss below the 60% barrier and could lose entire investment.
• Coupons are not fixed; no payments are made if PLTR closes below the 60% trigger on observation dates.
• Limited upside: maximum return is par plus accrued coupon—no participation in stock appreciation.
• Estimated value ($970) below issue price highlights embedded fees and potential mark-to-market discount.
• Liquidity constraints: notes are unlisted; any secondary trading depends on GS & Co.’s discretion and includes bid/ask spreads.
• Concentration risk in a single, historically volatile equity (Palantir) increases probability of barrier breach.

Insights

Structured Products Analyst

TL;DR High coupon contingent on PLTR staying above 60% strike; 40% buffer but full downside beyond; limited size, neutral to GS.

Assessment: The note delivers an attractive headline yield (27.85% p.a.) relative to current rates, supported by a 40% protection barrier and automatic call feature that can shorten duration. However, coupons are non-guaranteed, and price depreciation beyond the barrier leads to potentially steep capital loss. Estimated value at issuance (97% of par) and a 2% underwriting spread illustrate embedded costs. Because face value is only $1.08 million, the transaction is immaterial to Goldman’s balance sheet and earnings; impact rests solely with investors deciding on risk-reward trade-off. Overall risk/return profile is typical of structured yield products: suitable only for investors comfortable with equity downside and GS credit exposure.

Portfolio Manager – Multi-Asset Income

TL;DR Product offers eye-catching coupons but asymmetric pay-off, no upside participation and limited liquidity.

The note’s 40% buffer appears generous, yet historical volatility of PLTR—an early-stage tech name—makes a sub-60% scenario plausible. Because coupons stop when PLTR trades below the trigger, carry can disappear exactly when capital is at risk, eroding income strategy stability. Automatic call risk complicates portfolio planning; early redemption forces reinvestment at potentially lower yields. Secondary market liquidity is dealer-driven and tied to GS pricing models, so exit costs could be significant. For income mandates, simpler high-yield or dividend equities might provide more transparent risk premia. Hence, despite the guarantee by Goldman, risk-adjusted appeal is modest.

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

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	UBS Financial Services Inc. 11 Madison Avenue 4th Floor New York NY 10010	9332	306182.92	49201345	07/02/2025	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	07/01/2025	RSU	Issuer			9332	07/01/2025	NA

* 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
Randolph Altschuler c/o 6116 Executive Blvd Suite 800 North Bethesda MD 20852	Common	04/02/2025	9331	234787.56

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

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 is the coupon rate on the GS Contingent Coupon Notes linked to PLTR?

When payable, each note pays $69.625 per $1,000 face amount, equal to 6.9625% quarterly (up to 27.85% per annum).

Under what condition will the Goldman notes be automatically called?

The notes are redeemed at par plus coupon if, on any quarterly call observation date from Sep-2025 to Mar-2028, PLTR closes at or above the initial price of $136.32.

How much downside protection do investors have at maturity?

A 40% buffer: if PLTR’s final price is ≥60% of the initial price, investors receive par; below that, repayment decreases one-for-one with the stock’s decline.

What is the estimated value of the notes at pricing compared with the issue price?

Goldman estimates the value at approximately $970 per $1,000, reflecting fees and dealer margin, versus the 100% issue price.

Are the notes principal-protected or FDIC insured?

No. The notes are senior unsecured obligations of GS Finance Corp., guaranteed by The Goldman Sachs Group, Inc., and are not FDIC insured.

Can I sell the notes before maturity?

Possibly, but no exchange listing exists. Liquidity depends on GS & Co.’s market-making and may involve significant bid/ask spreads.