Goldman Sachs Issues $8 Million in Callable Fixed Rate Notes Due 2031 at 5.125% Coupon

Debt Offering Structure and Pricing Details

The Goldman Sachs Group, Inc. structured this debt offering as part of its Medium-Term Notes, Series N program, governed by a Senior Debt Indenture dated July 16, 2008, as amended with The Bank of New York Mellon serving as trustee. The notes were priced on July 17, 2026, with the original issue date set for July 21, 2026. The total principal amount authorized for this offering was $8,000,000, with denominations available in increments of $1,000 and multiples thereof.

Goldman Sachs & Co. LLC acted as the calculation agent and underwriter for the issuance. The initial public offering price was set at 100% of principal amount, translating to $8,000,000 total. Underwriters received a discount of 0.80%, which equaled $64,000, resulting in net proceeds to Goldman Sachs of $7,936,000 before transaction expenses. The company noted that purchasers acquiring notes after the original issue date would be required to pay accrued interest, and that underwriters retained the option to offer notes at various prices in subsequent market transactions.

Interest Payment Mechanism and Coupon Rate

The notes bear a fixed coupon rate of 5.125% per annum, calculated on the basis of a 30/360 day-count convention under ISDA methodology. Interest accrues from the original issue date of July 21, 2026, through the stated maturity date of July 21, 2031. Semiannual interest payments are scheduled for January 21 and July 21 of each calendar year, with the first interest payment occurring on January 21, 2027, and subsequent payments continuing through maturity.

The record date for each interest payment is established as the business day immediately prior to the respective payment date, following the unadjusted business day convention. The disclosure defines a business day as any Monday through Friday that does not fall on a day when banking institutions in New York City are authorized or obligated to close under law, regulation, or executive order. This structure ensures predictable cash flows for noteholders while maintaining alignment with standard market settlement practices in the fixed income markets.

Embedded Call Option and Redemption Terms

A principal feature of these notes is the embedded call option granted to Goldman Sachs, allowing the issuer to redeem the debt at its discretion. The company may exercise the call option on a quarterly schedule beginning July 21, 2028, with subsequent redemption dates falling on January 21, April 21, July 21, and October 21 in each year thereafter through maturity. Importantly, the notes are callable only in whole, not in part, meaning Goldman Sachs cannot partially retire the outstanding principal amount.

The redemption price is fixed at 100% of the outstanding principal amount plus any accrued and unpaid interest calculated to but excluding the redemption date. Goldman Sachs must provide at least five business days' prior notice to noteholders before exercising a redemption right. This call feature creates call risk for investors, as early redemption becomes more likely if interest rates decline materially below the 5.125% coupon rate, potentially forcing investors to reinvest proceeds at lower prevailing rates.

Tax Treatment Under U.S. Federal Income Tax Law

Sidley Austin LLP, counsel to the issuer, issued an opinion addressing the U.S. federal income tax consequences applicable to these notes. Under this opinion, interest accrued or received on the notes will be taxable to U.S. holders as ordinary interest income at the time it accrues or is received, according to each holder's normal accounting method for tax purposes. This treatment applies regardless of whether Goldman Sachs exercises its redemption option prior to stated maturity.

Upon disposition of a note through sale, exchange, redemption, or retirement (including compulsory redemption if Goldman Sachs exercises the call option), U.S. holders will generally recognize capital gain or loss measured by the difference between the amount realized on disposition and the holder's adjusted tax basis in the note. The amount realized excludes any component attributable to accrued but unpaid interest, which receives separate treatment as ordinary income. These tax consequences align with standard treatment of fixed income securities under the Internal Revenue Code.

Book-Entry Form and Depository Trust Company Settlement

The notes are issued exclusively in book-entry form, represented by a master global note registered in the name of The Depository Trust Company (DTC) or its nominee. Settlement of the initial offering occurs in immediately available funds through the DTC system. Investors do not receive physical note certificates but instead maintain beneficial ownership interests through DTC participants, which include brokers, custodians, and other financial intermediaries.

The pricing supplement makes clear that beneficial owners holding interests through DTC participants should review special considerations regarding legal ownership and book-entry issuance detailed in the accompanying prospectus. The notes are eligible for withdrawal from DTC only in limited circumstances described in the prospectus under "Legal Ownership and Book-Entry Issuance — What Is a Global Security? — Holder's Option to Obtain a Non-Global Security; Special Situations When a Global Security Will Be Terminated." The CUSIP number assigned to the notes is 38151V7D4, and the ISIN number is US38151V7D44, facilitating identification and trading across markets.

Defeasance Rights and Loss Protection Limitations

The notes include defeasance provisions allowing Goldman Sachs to satisfy its obligations through funds held in trust under specified conditions. Full defeasance enables the issuer to be relieved of all obligations on the notes by placing sufficient funds in trust for noteholders. Covenant defeasance permits Goldman Sachs to be relieved of specified provisions of the indenture through the same trust mechanism. These provisions provide flexibility in debt management for the issuer while potentially affecting noteholder rights if invoked.

Conversely, the offering documentation explicitly states that the notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. The notes are not obligations of or guaranteed by any bank, meaning investors bear full credit risk tied to Goldman Sachs' ability and willingness to meet its obligations. This distinction from FDIC-insured deposits is material to investors evaluating the risk profile of this fixed income security.

Foreign Account Tax Compliance Act Withholding Implications

The disclosure notes that Foreign Account Tax Compliance Act (FATCA) withholding may apply to payments made on the notes, including as a consequence of failure by the bank or broker through which an investor holds the notes to provide required information to tax authorities. The accompanying prospectus dated February 14, 2025, contains detailed discussion of FATCA withholding under the section titled "United States Taxation — Taxation of Debt Securities — Foreign Account Tax Compliance Act (FATCA) Withholding." This provision affects U.S. taxpayers and foreign investors differently depending on their tax residency and compliance status.

FATCA withholding obligations can result in reduced interest payments if financial intermediaries fail to meet reporting requirements or if investors do not establish compliant tax status with the Internal Revenue Service. Noteholders are advised to consult their tax advisors regarding potential withholding exposure and to ensure their financial custodians maintain appropriate documentation necessary to avoid or minimize FATCA-related withholding on interest payments.

Registration Statement and Prospectus Framework

These notes are registered under Registration Statement No. 333-284538 filed with the Securities and Exchange Commission. The pricing supplement, numbered 1,924 and dated July 17, 2026, supplements the prospectus dated February 14, 2025, and the prospectus supplement also dated February 14, 2025. The disclosure documents state that information in the pricing supplement supersedes any conflicting information contained in the earlier prospectus or prospectus supplement, and that certain terms or features described in those documents may not apply to these specific notes.

Goldman Sachs may use the prospectus in the initial sale of the notes, and Goldman Sachs & Co. LLC or other affiliates may use the prospectus in market-making transactions following the initial distribution. The disclosure clarifies that unless Goldman Sachs or its agent informs purchasers otherwise in the confirmation of sale, use of the prospectus in any transaction after initial issuance constitutes a market-making transaction rather than a new offering.

Investment Risks and Regulatory Disclosures

The offering documentation emphasizes that neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved these securities or passed upon the accuracy or adequacy of the prospectus, with any representation to the contrary constituting a criminal offense. This standard regulatory disclaimer reflects statutory requirements under securities law and does not indicate SEC endorsement of the investment merit or safety of the notes.

The return on investment in these notes, whether positive or negative, depends in part on the issue price paid by investors. Those acquiring notes in secondary market transactions after the initial distribution may realize different returns than those purchasing at the 100% initial public offering price. The callable nature of the notes introduces reinvestment risk if Goldman Sachs exercises the call option during periods of declining interest rates. Investors should independently evaluate credit risk associated with Goldman Sachs' financial condition and any changes thereto during the five-year holding period.