Goldman Sachs Issues $5 Million Callable Fixed Rate Notes Due 2031 at 4.90% Annual Interest

Debt Offering Details and Pricing Structure

The Goldman Sachs Group, Inc. priced and issued $5,000,000 in aggregate principal amount of Callable Fixed Rate Notes due June 30, 2031, according to the pricing supplement dated July 16, 2026. The notes were issued at an initial price to public of 100% of principal value, translating to $5,000,000 in total offering size. The underwriting discount applied to the offering amounted to 1.208% of the principal amount, or $60,400 in aggregate fees. Consequently, the company's net proceeds before expenses totaled $4,939,600.

The notes trade under CUSIP number 38151V6Q6 and ISIN number US38151V6Q65, facilitating identification and trading in secondary markets. The securities are denominated in U.S. dollars and are available in denominations of $1,000 and integral multiples thereof. Goldman Sachs & Co. LLC and InspereX LLC served as underwriters for this offering, with Goldman Sachs & Co. LLC designated as calculation agent for the notes.

Interest Rate Terms and Payment Schedule

Holders of the notes will receive interest at a fixed rate of 4.90% per annum, calculated using the 30/360 (ISDA) day count convention. Interest payments commence on July 20, 2027, and continue annually on July 20 of each subsequent year, with the final interest payment occurring on the stated maturity date of June 30, 2031. The filing states that interest accrues from the original issue date of July 20, 2026, and purchasers receiving notes after the original issue date must pay accrued interest to the seller.

The record date for each interest payment is established as the day immediately prior to the payment date, adjusted under the following business day convention. A business day is defined in the filing as each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York City are authorized or obligated to close under law, regulation, or executive order. The company uses the "following unadjusted" business day convention for any payment date adjustments required.

Embedded Call Option and Redemption Rights

Goldman Sachs retains the option to redeem the notes in whole, but not in part, on each quarterly redemption date occurring on January 20, April 20, July 20, and October 20, commencing on July 20, 2027 and thereafter. The filing indicates that redemption requires at least five business days' prior notice to note holders. The redemption price is set at 100% of the outstanding principal amount plus accrued and unpaid interest calculated to but excluding the redemption date.

This embedded call feature gives Goldman Sachs flexibility to manage its capital structure and potentially refinance the obligation if market interest rates decline below the 4.90% coupon rate. Investors should note that the callable nature of these securities means the actual duration of their investment may be shorter than the stated maturity date if the issuer exercises its redemption right. The availability of quarterly call dates beginning approximately one year after issuance provides the company with multiple opportunities to exercise this option.

Tax Treatment and Federal Income Tax Consequences

According to the filing, Sidley Austin LLP, legal counsel to the offering, opined on the U.S. federal income tax consequences applicable to note holders. The opinion states that interest paid on a note will be taxable to a U.S. holder as ordinary interest income at the time it accrues or is received, depending on the holder's chosen accounting method for tax purposes. This ordinary income treatment applies regardless of whether the issuer exercises its right to call the notes prior to stated maturity.

Upon disposition of a note through sale, exchange, redemption, retirement, or other disposition, a U.S. holder will generally recognize capital gain or loss equal to the difference between the amount realized and the holder's adjusted tax basis in the note. The amount realized excludes accrued but unpaid interest, which is treated separately as ordinary interest income. The filing also references Foreign Account Tax Compliance Act (FATCA) withholding considerations and directs investors to additional disclosure in the accompanying prospectus for detailed guidance on this complex withholding regime.

Book-Entry Form and Depository Trust Arrangements

The notes will be issued in book-entry form and represented by a master global note registered in the name of The Depository Trust Company (DTC) or its nominee. The filing states that the sale of the notes will settle in immediately available funds through DTC's system. Investors will not be permitted to withdraw the notes from DTC except in limited situations described in the accompanying prospectus, specifically addressing scenarios when a global security would be terminated or when a holder elects to obtain a non-global security.

Individual investors holding interests in the notes do so through organizations that participate, directly or indirectly, in the DTC system. The filing emphasizes that references to "holders" in the terms section mean DTC or its nominee, not indirect beneficial owners. The prospectus contains detailed discussion under "Legal Ownership and Book-Entry Issuance" sections that investors should review to understand their rights and the mechanics of beneficial ownership in book-entry form.

Defeasance Provisions and Collateral Arrangements

The notes are subject to defeasance provisions allowing Goldman Sachs to satisfy its obligations through alternative mechanisms. Full defeasance is available to the company, meaning it may be relieved of all obligations on the notes by placing funds in trust for the holder. Additionally, covenant defeasance is available, permitting the company to be relieved of specified provisions of the notes by placing funds in trust. These provisions provide the issuer with options to manage the debt if market conditions or the company's financial circumstances warrant such action.

The filing clarifies that the notes are not bank deposits and carry no insurance by the Federal Deposit Insurance Corporation or any other governmental agency. The notes do not constitute obligations of, or guarantees by, any bank entity. This language is standard for unsecured corporate debt securities and emphasizes to investors that their recovery depends entirely on Goldman Sachs' creditworthiness and ability to meet its obligations as they come due.

Medium-Term Notes Program and Governing Documentation

The notes are part of Goldman Sachs' Medium-Term Notes, Series N program, governed by the company's Senior Debt Indenture dated July 16, 2008, as amended, between the company and The Bank of New York Mellon, as trustee. The pricing supplement constitutes a supplement to accompanying documents including a prospectus supplement dated February 14, 2025, and a base prospectus also dated February 14, 2025. The filing states that the information in this pricing supplement supersedes any conflicting information in the accompanying documents, and some terms described in those documents may not apply to these notes.

The terms detailed in the pricing supplement supplement those in the prospectus supplement and base prospectus. In the event of any inconsistency, the terms described in the pricing supplement are controlling. Investors purchasing these notes should review all three documents together to obtain a complete understanding of the terms, conditions, and risks associated with this offering.

Market-Making and Secondary Trading Considerations

The filing discloses that Goldman Sachs may use this prospectus in the initial sale of the notes. Additionally, Goldman Sachs & Co. LLC or any other affiliate of Goldman Sachs may use this prospectus in a market-making transaction in the notes after their initial sale. Unless Goldman Sachs or its agent informs the purchaser otherwise in the confirmation of sale, the prospectus is being used in a market-making transaction, meaning the underwriter may purchase and resell the notes at various prices over time.

The underwriters may offer the notes from time to time for sale in one or more transactions at market prices prevailing at the time of sale, at prices related to market prices, or at negotiated prices. The filing emphasizes that the return on investment, whether positive or negative, will depend in part on the issue price paid for the notes. Secondary market prices may vary significantly from the initial offering price based on prevailing market interest rates, credit spreads, and other factors affecting debt valuations.

Regulatory Approvals and Investment Considerations

The filing includes the standard disclaimer that neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved the securities or passed upon the accuracy or adequacy of the prospectus. The filing states that any representation to the contrary would constitute a criminal offense. This language reflects SEC requirements for debt securities offerings and does not indicate any regulatory concern about this particular offering.

Investors evaluating this offering should note that the immediate share price impact was not clear from available public information. The notes represent unsecured obligations of Goldman Sachs and are subject to the company's general credit risk. Prospective investors should review the accompanying prospectus and prospectus supplement for detailed discussion of risk factors, Goldman Sachs' business operations, financial condition, and other matters material to an investment decision. The callable feature means investors could have their notes redeemed at par if interest rates fall, potentially forcing reinvestment at lower rates.