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GS Finance Corp., a wholly owned subsidiary of The Goldman Sachs Group, Inc., is offering $1.496 million of principal-protected, equity-linked Market Linked Notes � Upside Participation to a Cap (Series F) that mature on 7 July 2028. The notes are tied to the lowest performing of three mega-cap technology stocks—Amazon.com (AMZN), Microsoft (MSFT) and NVIDIA (NVDA). Key commercial terms are:
- Face amount: $1,000 per note, issued at par.
- Upside participation: 100% of any positive return in the worst-performing stock, capped at 38.80% (maximum redemption = $1,388).
- Principal protection: Full return of face amount at maturity even if the reference stock declines, subject only to issuer and guarantor credit risk.
- Starting prices (1 Jul 25): AMZN $220.46, MSFT $492.05, NVDA $153.30.
- Calculation day: 3 Jul 28; maturity payment is based solely on the closing price of the lowest performer on that day.
- No coupons or dividends: investors forgo periodic income and any distributions on the stocks.
- Estimated value: $944 per $1,000, about 5.6% below issue price; difference reflects underwriting fee (3.325%), selling concessions and structuring costs.
- Distribution: Goldman Sachs & Co. LLC is lead underwriter; Wells Fargo Securities acts as selling agent. Total underwriting discount = $49,742.
- Tax: Treated as contingent payment debt instruments (CPDI); holders accrue OID based on a comparable yield of 4.40% p.a., compounding semi-annually.
Investment profile: the product seeks to attract investors who (1) want equity upside with capital preservation, (2) are comfortable with a four-year lock-up, (3) accept a hard cap on returns, (4) can evaluate issuer/guarantor credit and complex tax treatment, and (5) understand that performance depends only on the worst-performing share.
Principal risks cited include credit exposure to GS Finance Corp. and its parent, secondary-market illiquidity, valuation below issue price, correlation risk among the three stocks, limited upside because of the cap, zero interim cash flow, and the need to hold to maturity to realize principal protection. The pricing supplement emphasises that the estimated value will decline to the model value once the initial selling concession amortises by 30 Sep 25, and GS&Co. is not obliged to make a market.
Goldman Sachs Finance Corp., guaranteed by The Goldman Sachs Group, Inc., is offering Contingent Income Auto-Callable Securities linked to the Class A common stock of Palantir Technologies Inc. (PLTR). The notes are part of GS Finance Corp.’s Medium-Term Notes, Series F program and are issued under Registration Statement No. 333-284538.
Key structural terms
- Pricing date: expected on or about July 11 2025; original issue date: July 16 2025; stated maturity: July 14 2028, unless earlier called.
- Automatic call: If PLTR’s closing price on any quarterly call observation date is � the initial share price, investors receive $1,000 per note plus the applicable contingent coupon and the securities terminate early.
- Contingent quarterly coupon: At least $47.75 per $1,000 note, paid only if PLTR’s price on the observation date is � the downside threshold (50% of the initial price). Coupons can be skipped entirely for any quarter in which the condition is not met.
- Principal repayment: � If the final share price (July 11 2028) is � the downside threshold, holders receive full principal plus the last coupon.
� If below 50% of the initial price, repayment equals principal × (final price ÷ initial price), resulting in a partial or total loss of principal. - Estimated value: $910 � $970 per $1,000 note, below the $1,000 issue price.
- CUSIP / ISIN: 40058JLT0 / US40058JLT06.
Risk highlights
- Principal at risk: investors may lose their entire investment if PLTR falls more than 50% by maturity and the notes have not been called.
- No upside participation: returns are limited to contingent coupons; investors do not share in any appreciation of PLTR.
- Credit exposure: payments depend on the ability of GS Finance Corp. and its guarantor, The Goldman Sachs Group, Inc., to meet their obligations.
- Market & liquidity risks: secondary trading may be limited and the market value can fluctuate due to numerous factors.
- Estimated value discount: the initial price includes underwriting and hedging costs, making the fair value lower than par at issuance.
Prospective investors are urged to read the preliminary pricing supplement dated July 2 2025, prospectus, prospectus supplement and General Terms Supplement No. 17,741 for complete terms, historical PLTR price data and detailed risk factors.
TREX Company (TREX) Form 4 filing: Director Melkeya McDuffie reported the award of 44 restricted stock units (RSUs) on 01 Jul 2025 at an indicated share price of $57.68. Following the grant, the director’s total direct beneficial ownership stands at 1,792 common shares. According to the footnote, the RSUs will vest in full on the first anniversary of the grant date, providing the director with future equity aligned to company performance. No derivative securities or dispositions were disclosed.
The transaction was coded “A,� confirming it is an award rather than an open-market purchase. While modest in size relative to TREX’s float, the grant marginally increases insider equity alignment without triggering any change in control or signaling material financial impact.
The Toronto-Dominion Bank (TD) is issuing Callable Contingent Interest Barrier Notes (Series H) linked to the least-performing of the Nasdaq-100, Russell 2000 and S&P 500 indices. The Notes price on 3 July 2025, settle on 9 July 2025 (T+3) and mature on or about 7 Jan 2027, creating an 18-month maximum tenor unless TD exercises its monthly call option.
Coupon mechanics. Investors receive a monthly contingent coupon calculated at an annualized rate of approximately 11.30% (�0.9417% per month) only when the closing level of each index on the related observation date is at least 75 % of its initial level (the “Contingent Interest Barrier�). Miss one index and that month’s coupon is forfeited. Coupons are not cumulative.
Issuer call. TD can redeem the Notes in whole (not in part) on any coupon date beginning with the third payment date, paying par plus any due coupon. Early redemption caps the investor’s upside and may occur when market conditions are favorable to TD.
Principal repayment. If the Notes are not called, final repayment depends on the worst-performing index on the final valuation date:
- If every index closes at or above 70 % of its initial value (the “Barrier�), investors receive par.
- If any index closes below 70 %, repayment equals $1,000 × (1 + Worst % Change). Principal is reduced one-for-one with the worst index decline and can fall to zero.
Pricing and costs. Public offering price is $1,000 per Note. Underwriting discount is 0.50 % ($5) and the estimated value at pricing is expected between $950 and $990, reflecting TD’s internal funding rate and hedging costs. The Notes will not be listed, and secondary market liquidity is expected to be limited.
Risk highlights. Investors bear TD’s senior unsecured credit risk, contingent coupon risk, downside market risk, reinvestment risk from a potential early call, and liquidity risk. The product’s complexity, exposure to three equity indices, and potential 100 % loss make it suitable only for investors who can tolerate equity-like volatility within a debt wrapper.
Tax treatment. TD intends to treat the Notes as prepaid derivative contracts; contingent income is ordinary income. Alternative treatments are possible, and non-U.S. holders are discouraged.
Key terms snapshot.
- Principal: $1,000 per Note; minimum investment $1,000.
- Contingent Interest Rate: ~11.30 % p.a.
- Barriers: 75 % for coupon, 70 % for principal.
- Observation schedule: monthly (3rd calendar day).
- Call feature: monthly, beginning third coupon date.
- Estimated value: $950 � $990 (95 % � 99 % of par).
Overall, the Notes combine enhanced coupon potential with significant downside and structural complexities. They may appeal to yield-oriented investors with a positive to neutral view on U.S. equities over the coming 18 months and a willingness to accept equity-type risk and issuer credit exposure.
Goldman Sachs Group Inc. (GS), through its subsidiary GS Finance Corp., is marketing Contingent Income Auto-Callable Securities linked to the ordinary share of Spotify Technology S.A. (SPOT). The notes are unsecured obligations of GS Finance Corp. and are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc.
Key structural features
- Tenor: Expected issue on July 16 2025 and maturity on July 14 2028, unless called earlier.
- Underlying: Closing price of SPOT ordinary share.
- Contingent quarterly coupon: Set on the pricing date at not less than $29 per $1,000 annualized equivalent, payable only if SPOT closes at or above the 50 % downside threshold on the relevant observation date. Missed coupons are not recoverable.
- Automatic call: The securities are redeemed at par plus the due coupon if SPOT closes at or above the initial share price on any quarterly observation date, ending the trade early.
- Principal at risk: At maturity, if not previously called and SPOT has fallen below 50 % of the initial price, repayment equals the share performance factor, exposing investors to a full downside below the threshold.
- Estimated value: $910 � $970, below the $1,000 offering price, reflecting fees and dealer margins.
- CUSIP/ISIN: 40058JLU7 / US40058JLU78
Investor profile: Suited for investors seeking enhanced, but non-guaranteed, income in exchange for equity downside risk, limited upside participation, complex tax treatment, and GS credit exposure.
Principal risks
- Loss of some or all principal if SPOT declines more than 50 %.
- Possibility of zero coupons for multiple quarters.
- Credit risk of both GS Finance Corp. and The Goldman Sachs Group, Inc.
- Liquidity risk; secondary market may be limited and at prices well below par.
- Conflict of interest; Goldman may hedge or trade SPOT adversely to holders.
- Estimated value below issue price indicates negative yield if held to call without coupons.
Investors should review the accompanying preliminary pricing supplement, prospectus supplement, prospectus and general terms supplement no. 17,741 for full terms, historical SPOT data, and detailed tax considerations.
GS Finance Corp., guaranteed by The Goldman Sachs Group, Inc., is offering Contingent Income Auto-Callable Securities linked to Spotify Technology S.A. ordinary shares (ticker: SPOT). The notes are senior, unsecured obligations that mature on July 14, 2028 unless automatically called earlier. Investors purchase the notes in $1,000 denominations and receive:
- Contingent quarterly coupons: On each coupon payment date investors may receive the product of at least $29.00 multiplied by the number of elapsed coupon observation dates, less coupons already paid. A coupon is paid only if, on the related observation date, SPOT’s closing price is at or above the Downside Threshold Price (50 % of the Initial Share Price).
- Automatic call feature: If on any of the 12 scheduled call observation dates (beginning Oct 13, 2025) SPOT closes at or above the Initial Share Price, the notes are redeemed early for $1,000 plus the contingent coupon then due.
- Principal repayment at maturity: â€� If SPOT’s final price is at or above the downside threshold, holders receive $1,000 plus the final contingent coupon. â€� If it is below the threshold, repayment equals $1,000 × (Final Price / Initial Price) – a dollar-for-dollar loss on the decline beyond 50 %, with no coupon.
Key structural parameters (to be fixed at pricing on July 11, 2025):
- Initial Share Price: closing SPOT price on the pricing date.
- Downside Threshold Price: 50 % of Initial Share Price.
- Coupon level: at least $29.00 per elapsed observation (11.6 % simple annual equivalent).
- Estimated value: $910 –�$970 per $1,000 note, below the 100 % offering price; underwriter discount 2.25 %.
The notes will not be listed, and GS&Co. is not obliged to make a market. Morgan Stanley Wealth Management acts as selling dealer (concession $22.50; internal structuring fee $5.00).
Principal risks highlighted in the supplement:
- Principal at risk: investors may lose up to 100 % if SPOT falls >50 % and no automatic call occurs.
- Uncertain income: coupons are non-cumulative and may be zero for multiple quarters.
- Limited upside: return capped at par plus coupons; no participation in share appreciation.
- Credit exposure: payments depend on GS Finance Corp. and Goldman Sachs Group creditworthiness.
- Valuation gap & liquidity: initial model value below issue price; secondary market, if any, may quote significant discounts.
- Tax treatment: characterised as income-bearing prepaid derivative; future IRS guidance could alter taxation; FATCA considerations for non-U.S. holders.
These securities suit investors who are bullish-to-neutral on SPOT over a three-year horizon, can tolerate equity-like downside, and prioritise high conditional income over capital growth. They are inappropriate for investors needing guaranteed income, full principal protection, or immediate liquidity.
GS Finance Corp. (subsidiary of Goldman Sachs Group � ticker GS) is offering Callable Fixed and Floating Rate Notes maturing on July 11, 2040. The securities are unsecured senior obligations of GS Finance Corp. and are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc.
Key structural features
- Principal: $1,000 denominations; aggregate amount to be set at pricing (option to reopen for additional sales).
- Tenor: 15 years (trade date expected July 9 2025; settlement July 11 2025; maturity July 11 2040).
- Interest: � Fixed 10.00% p.a. paid quarterly from July 11 2025 through July 11 2027.
� Floating thereafter: 1.20 × (7.00% � compounded SOFR) with a 0% floor. If 7.00% � SOFR � 0, interest for that quarter is 0%.
� Quarterly day-count 30/360 (ISDA); payment dates Jan 11, Apr 11, Jul 11, Oct 11. - Call option: Issuer may redeem at 100% of principal plus accrued interest on any quarterly interest date on or after July 11 2027 with �5 business-day notice.
- Estimated value: $890 � $940 per $1,000 (reflects model price net of structuring/hedging costs and credit spreads; lower than 100% issue price).
- Liquidity: No exchange listing; GS & Co. may (but is not obligated to) make a market; secondary prices expected to include bid/ask spreads and could be materially below par.
- Use of proceeds: Loaned to Goldman Sachs Group or affiliates for general corporate purposes and hedging.
- Calculation agent: Goldman Sachs & Co. LLC; possesses discretion on SOFR determinations and benchmark replacement.
- Tax treatment: Contingent payment debt instrument (CPDI); purchasers accrue OID based on comparable yield and projected payment schedule; all gain on disposition treated as ordinary income.
Principal investor considerations
- Income profile: Attractive 10% coupon for two years, then variable income inversely linked to SOFR; investors are implicitly betting compounded SOFR will stay below 7% throughout the floating period.
- Credit & call risk: Payments depend on GS Finance Corp.’s credit and Goldman Sachs Group’s guarantee. Early redemption could truncate high-coupon periods and force reinvestment at lower rates.
- Valuation gap: The modeled value is up to 11% below the $1,000 offering price, meaning investors incur an immediate economic premium.
- Liquidity & market value: Absence of listing, potential wide spreads, and sensitivity to rates, credit spreads, and SOFR volatility may cause substantial price fluctuations before maturity.
ConocoPhillips (COP) Form 4 filing dated 07/02/2025 discloses that director Kathleen A. McGinty acquired 1,212 deferred stock units on 07/01/2025. The units were granted at an accounting value of $90.765 per unit and convert to common shares on a 1-for-1 basis. Following the grant, McGinty beneficially owns 1,212 derivative securities, all held directly.
The award is classified under transaction code “A,� indicating a grant rather than an open-market purchase. According to the accompanying footnote, the director has elected to receive the shares as a lump-sum six months after leaving the board, although she may revise this distribution schedule. No non-derivative share transactions were reported, and no disposals occurred.
While the transaction aligns the director’s compensation with shareholder value, the dollar value of the grant (~$110,000) is modest relative to ConocoPhillips� multi-billion-dollar market capitalization and therefore unlikely to have a material impact on valuation. Nevertheless, insider acquisitions—even via equity grants—can be viewed positively by investors who value board-level ownership incentives.
Post Holdings, Inc. (POST) � Form 4 filing dated 07/02/2025
Director William P. Stiritz reported an automatic acquisition of 101.906 Post Holdings stock equivalents on 06/30/2025 under the company’s Deferred Compensation Plan for Non-Management Directors. The units were credited at a reference price of $109.03 per share and bring Stiritz’s total holdings to 180,157.157 stock equivalents. These units are settled in cash, one-for-one with Post common stock value, when the director leaves the Board and carry no fixed exercise or expiration dates.
The filing indicates that Stiritz remains a non-management director and the transaction was coded “A,� reflecting an acquisition rather than a sale. No common shares were sold, and there were no changes to direct or indirect ownership structure beyond the additional units credited.
Ralliant Corp (RAL) filed a Form 4 disclosing that director Ganesh Moorthy acquired 4,434 restricted stock units (RSUs) of common stock on 06/30/2025. The RSUs were granted at no cost (price $0) and are classified under transaction code “A� (grant, award or other acquisition).
The award will vest on the earlier of (i) the first anniversary of the grant date or (ii) immediately prior to Ralliant’s 2026 annual shareholders� meeting. Following the grant, Moorthy’s total beneficial ownership stands at 4,434 shares, held directly. No derivative securities were reported, and the filing was executed by attorney-in-fact Sarah Johnson on 07/02/2025.
The transaction represents a routine annual equity grant meant to align director incentives with shareholder interests and does not, by itself, signal a change in the company’s financial outlook.