Company Announcements

NEW YORK--(BUSINESS WIRE)--Dec. 15, 2025-- Goldman Sachs Asset Management (“GSAM”), the investment adviser for the Goldman Sachs U.S. Large Cap Buffer 1 ETF, Goldman Sachs U.S. Large Cap Buffer 2 ETF and Goldman Sachs U.S. Large Cap Buffer 3 ETF (each, a “Fund” and collectively, the “Funds”), announced today that the Funds’ Board of Trustees (the “Board”), at the recommendation of GSAM, has approved a plan of liquidation for each Fund (collectively, the “Plans”). GSAM sought Board approval of the liquidations following the announcement that Goldman Sachs Group, Inc. entered into an agreement to acquire Innovator Capital Management, a pioneer in the Defined Outcome space offering several similar products. Under the Plans, which are effective today, at the conclusion of each Fund’s final three-month Outcome Period ending on the dates specified below, a Fund will not start a new Outcome Period and will instead begin the process of liquidating portfolio assets and unwinding its affairs in an orderly fashion over time. The Plans are not subject to shareholder approval.

Shareholders of the Funds may sell their shares on its listing exchange, Cboe BZX Exchange, Inc. (“Cboe”), until market close on the dates specified below and may incur transaction fees from their broker-dealer. The Funds’ shares will no longer trade on Cboe after market close on the dates specified below, and the shares will subsequently be de-listed. Shareholders who continue to hold shares of each Fund on each Fund’s liquidation date, which is expected to be on or about the dates specified below, will receive a liquidating distribution of cash in the cash portion of their brokerage accounts equal to the amount of the net asset value of their shares. For tax purposes, shareholders will generally recognize a capital gain or loss equal to the amount received for their shares over their adjusted basis in such shares. Each Fund will stop accepting creation orders from Authorized Participants on the dates specified below.

About Goldman Sachs Asset Management

Goldman Sachs Asset Management is the primary investing area within Goldman Sachs, delivering investment and advisory services across public and private markets for the world’s leading institutions, financial advisors, and individuals. The business is driven by a focus on partnership and shared success with its clients, seeking to deliver long-term investment performance drawing on its global network and deep expertise across industries and markets. Goldman Sachs Asset Management is a leading investor across fixed income, liquidity, equity, alternatives, and multi-asset solutions. Goldman Sachs oversees approximately $3.5 trillion in assets under supervision as of September 30, 2025.¹ Follow us on LinkedIn.

Each Goldman Sachs U.S. Large Cap Buffer ETF seeks to achieve a total return, for a specified “Outcome Period,” that corresponds generally, before fees and expenses, to the share price return of an exchange-traded fund (the “Underlying ETF”) that tracks the S&P 500^® Index (the “Underlying ETF’s Index”) up to a “cap” while providing a downside “buffer” and “deep downside protection” against losses over the Outcome Period. Although the Funds seek to implement a targeted outcome strategy, there is no guarantee that the Funds will successfully achieve their investment objectives or any targeted outcomes. In order to obtain economic exposure to the Underlying ETF and to implement the Buffer, Deep Downside Protection and Cap, the Funds may buy or sell FLexible EXchange® Options (“FLEX Options”) or over-the-counter (“OTC”) or listed call and put options that reference the Underlying ETF or the Underlying ETF’s Index (together with FLEX Options, the “Options”), as well as shares of the Underlying ETF. The Funds may invest in other derivatives, including futures contracts, to seek to achieve these targeted outcomes.

Buffer: Each Fund, and therefore its investors, will participate in Underlying ETF losses up to approximately 5% (the “Initial Loss”) before the Buffer, as defined below, takes effect. Each Fund seeks to provide a downside buffer against a certain amount of additional Underlying ETF losses over each Outcome Period (the “Buffer”). After deducting Fund fees and expenses, the Buffer is expected to be lower than the stated amount for each Outcome Period. The Buffer is set on or before the first day of an Outcome Period. If the losses of the Underlying ETF continue in excess of the Initial Loss and the Buffer, each Fund, and therefore its investors, will participate in additional losses up to the Deep Downside Protection, as defined below. There is no guarantee the Funds will successfully buffer against losses of the Underlying ETF. The Buffer is designed to have its full effect only for investors who hold Fund shares for an entire Outcome Period.

Deep Downside Protection: Each Fund seeks to provide deep downside protection for extreme market conditions where Underlying ETF losses are in excess of the set deep downside protection amount over an Outcome Period (the “Deep Downside Protection”). The Deep Downside Protection is set on or before the first day of an Outcome Period and may increase or decrease from one Outcome Period to the next, reflecting changes in market volatility, among other factors. The level of protection will generally be lower in more volatile market conditions and higher in quieter markets. There is no guarantee the Funds will successfully provide downside protection against losses of the Underlying ETF in excess of the Deep Downside Protection. The Deep Downside Protection is designed to have its full effect only for investors who hold Fund shares for an entire Outcome Period. The Deep Downside Protection is discussed in further detail below.

Cap: Each Fund’s performance is subject to an upside return limit – or “cap” – that represents the maximum upside percentage return a Fund can achieve for the duration of the Outcome Period (the “Cap”). The Cap is set on or before the first day of an Outcome Period based on the cost of providing the Buffer and the Deep Downside Protection and may increase or decrease from one Outcome Period to the next.

If the value of the Underlying ETF increases over an Outcome Period but its return remains below the Cap, each Fund seeks to provide investment returns that are similar to the performance of the Underlying ETF, before Fund fees and expenses. If the value of the Underlying ETF increases in excess of the Cap, each Fund will participate in the performance up to the Cap but not in further gains beyond the Cap. The Cap is expected to change from one Outcome Period to the next.

The Funds’ investments are subject to market risk, which means that the value of the securities in which they invest (or that comprise the Underlying ETF’s Index) may go up or down in response to the prospects of individual companies, particular sectors or governments and/or general economic conditions. The Funds may invest in derivative instruments, including options (including FLEX Options), futures, credit default swaps and total return swaps. Derivative instruments may involve a high degree of financial risk. These risks include the risk that a small movement in the price of the underlying security or benchmark may result in a disproportionately large movement, unfavorable or favorable, in the price of the derivative instrument; the risk of default by a counterparty; and liquidity risk. Additionally, FLEX Options may be less liquid than other securities, and the Funds may experience substantial downside from certain FLEX Option positions. The Funds are also subject to the risks associated with writing (selling) options, which limits the opportunity to profit from an increase or decrease in the market value of a reference security in exchange for up-front cash at the time of selling the option. In a sharp rising or falling market, the Funds could significantly underperform the market, and the Funds’ options strategies may not fully protect them against market movements. The Funds’ borrowing and use of derivatives may result in leverage, which can increase market exposure and make the Funds more volatile. OTCtransactions are subject to less government regulation and supervision. When the Funds enter into an uncleared OTC transaction, they are subject to the risk that the direct counterparty will not perform its obligations under the transaction. Because the Fund may invest heavily in specific sectors, the Fund is subject to greater risk of loss as a result of adverse economic, business or other developments affecting such sectors. The Funds’ investments in other investment companies (including ETFs) subject the Funds to additional expenses. Any guarantee on U.S. government securities applies only to the underlying securities of the Funds if held to maturity and not to the value of the Funds’ shares. The Funds are “non-diversified” and may invest a larger percentage of their assets in fewer issuers than “diversified” mutual funds. Accordingly, the Funds may be more susceptible to adverse developments affecting any single issuer held in their portfolios and to greater losses resulting from these developments. The performance of a Fund (without regard to the Buffer, Deep Downside Protection or Cap) may diverge from that of the Underlying ETF for a number of reasons, including Fund fees and expenses. Further, performance of the Underlying ETF may vary substantially from the performance of the Underlying ETF’s Index as a result of transaction costs, expenses and other factors.

An investor that redeems shares of a Fund prior to the end of an Outcome Period will likely also experience investment outcomes very different from those sought by the Fund over the entire Outcome Period. In particular, please note that, because the Buffer and Deep Downside Protection are designed to be in effect only at the end of an Outcome Period, an investor who sells Fund shares before the end of an Outcome Period may not experience the full effect of the Buffer and Deep Downside Protection. An investor that purchases shares of a Fund after the commencement of an Outcome Period will likely have purchased shares at a different net asset value (“NAV”) than the NAV upon which the targeted outcomes are based and, accordingly, will likely experience investment outcomes very different from those sought by the Fund over the entire Outcome Period.

Fund shares are not individually redeemable and are issued and redeemed by the Fund at their NAV only in large, specified blocks of shares called creation units. Shares otherwise can be bought and sold only through exchange trading at market price (not NAV). Shares may trade at a premium or discount to their NAV in the secondary market. Brokerage commissions will reduce returns.

The investment program of each Fund is speculative, entails substantial risks and includes alternative investment techniques not employed by traditional mutual funds. The Funds should not be relied upon as a complete investment program. Each Fund’s investment techniques (if they do not perform as designed) may increase the volatility of performance and the risk of investment loss, including the loss of the entire amount that is invested, and there can be no assurance that the investment objective of the Fund will be achieved.

A summary prospectus, if available, or a Prospectus for each Fund containing more information may be obtained from your authorized dealer or from Goldman Sachs & Co. LLC by calling 1-800-621-2550. Please consider a Fund's objectives, risks, and charges and expenses, and read the summary prospectus, if available, and the Prospectus carefully before investing. The summary prospectus, if available, and the Prospectus contains this and other information about the Funds.

The Investment Company Act of 1940 (the “Act”) imposes certain limits on investment companies purchasing or acquiring any security issued by another registered investment company. For these purposes the definition of “investment company” includes funds that are unregistered because they are excepted from the definition of investment company by sections 3(c)(1) and 3(c)(7) of the Act. You should consult your legal counsel for more information.

Goldman Sachs does not provide accounting, tax or legal advice.

© 2025 Goldman Sachs All rights reserved

NOT FDIC INSURED. MAY LOSE VALUE. NO BANK GUARANTEE. NOT INSURED BY ANY GOVERNMENT AGENCY.

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Victoria Zarella Tel: 212-902-5400

Source: Goldman Sachs Asset Management