Goldman Sachs Issues Callable Fixed Rate Notes Due 2027 With 4.55% Annual Interest Rate

Note Structure and Coupon Payment Terms

The Goldman Sachs Group, Inc. has structured these callable fixed rate notes to offer investors a fixed annual coupon of 4.55%, payable at the maturity date in October 2027. The notes are denominated in U.S. dollars with a minimum investment of $1,000 and can be purchased in integral multiples of $1,000 above that amount. Interest accrues from the original issue date of September 1, 2026, through the stated maturity date of October 1, 2027, calculated using an Actual/360 day count convention under ISDA standards.

The interest payment structure provides a single interest payment at maturity, which simplifies the cash flow for both investors and the issuer. Investors who purchase notes after the original issue date are required to pay accrued interest as of their purchase date. The use of the Actual/360 day count convention means that interest calculations reflect the actual number of days elapsed divided by 360 days in a year, a standard convention in corporate debt markets. This straightforward coupon structure makes the notes accessible to institutional and individual investors seeking short-term fixed income exposure.

Redemption Features and Investor Considerations

Goldman Sachs retains the right to redeem these notes at its option, beginning March 1, 2027, and continuing on the first day of each subsequent month thereafter. The redemption price equals 100% of the outstanding principal amount plus all accrued and unpaid interest through the redemption date, with the issuer required to provide at least five business days' prior written notice to note holders before exercising this right. This callable structure provides Goldman Sachs with the flexibility to refinance its debt if interest rates decline or the issuer's credit profile improves.

For investors, the callable feature introduces reinvestment risk, as investors must be prepared to receive their principal and accrued interest back before maturity if Goldman Sachs exercises its redemption right. However, the redemption structure provides certainty regarding the maximum price Goldman Sachs will pay, limiting any potential dilution to returns from large price appreciation above par. Investors should evaluate whether the 4.55% coupon adequately compensates them for the possibility of early redemption, particularly in a declining interest rate environment where reinvestment options may be less attractive.

Tax Treatment and Original Issue Discount Implications

The disclosure states that counsel has determined these notes will be issued with more than a de minimis amount of original issue discount (OID) for U.S. federal income tax purposes. This tax characterization means that United States holders will be required to include OID in taxable income as it accrues, using a constant yield method based on compounding of interest, regardless of whether investors actually receive cash payments during the holding period. The OID accrual methodology requires holders to calculate interest income using a constant interest rate applied to the adjusted issue price of the notes.

When investors dispose of the notes through sale, exchange, redemption by Goldman Sachs, or maturity, they will generally recognize capital gain or loss equal to the difference between the amount realized and their adjusted tax basis in the note. This tax treatment may result in ordinary income recognition through OID accrual combined with potential capital gains or losses upon disposition. Investors should consult with tax advisors to understand the specific tax consequences of purchasing these notes, particularly regarding the interaction between OID accrual and the notes' short one-year maturity period.

Book-Entry Issuance and Settlement Mechanics

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. This means that investors will not receive physical certificates; instead, their ownership interests are recorded electronically through DTC participants. The settlement of note sales will occur in immediately available funds through DTC's standard settlement procedures, streamlining the transaction process for all market participants.

Under the book-entry system, investors hold beneficial interests in the notes through DTC participants rather than owning the notes directly. Only in limited circumstances described in the accompanying prospectus may investors elect to withdraw the notes from DTC to obtain non-global, certificated form. Goldman Sachs & Co. LLC serves as the calculation agent for the notes, responsible for computing interest payments and other numerical determinations required under the note terms. The book-entry structure provides operational efficiency and reduces administrative burdens associated with physical certificate management.

Goldman Sachs Group Business Context and Debt Issuance Strategy

The Goldman Sachs Group, Inc. is a major global investment banking, securities, and investment management firm with a substantial wholesale funding program. The company regularly accesses the capital markets through its Medium-Term Notes program to fund its operations and maintain a diversified maturity profile across its debt portfolio. By issuing short-dated callable notes, Goldman Sachs effectively manages its refinancing risk and maintains relationships with fixed income investors across different market cycles and rate environments.

The Medium-Term Notes Series N program, established under a senior debt indenture dated July 16, 2008 (as amended), represents Goldman Sachs' framework for issuing various types of debt securities with differing maturities, coupons, and embedded features. This particular note offering demonstrates how large investment banks utilize callable structures to balance investor demand for yield with issuer flexibility regarding liability management. The 4.55% coupon reflects prevailing market conditions and the credit profile of The Goldman Sachs Group as of the issuance period in 2026.

Prospectus Documentation and Governing Terms

The notes are governed by multiple layers of documentation that establish their complete legal and economic terms. The pricing supplement dated August 2026 provides specific terms for this particular note series and supersedes any conflicting information contained in the base prospectus dated February 14, 2025, or the prospectus supplement dated the same date. Investors should review all three documents together to obtain a complete understanding of their rights and obligations as note holders, as some features described in the base prospectus may not apply to these specific callable notes.

The notes are governed by Goldman Sachs' Senior Debt Indenture dated as of July 16, 2008, as amended, with The Bank of New York Mellon serving as trustee. This indenture establishes the legal framework within which the notes operate and defines the trustee's responsibilities, the events of default that would trigger acceleration of the notes, and the procedures for exercising remedies. The combination of the indenture, base prospectus, prospectus supplement, and pricing supplement creates a comprehensive legal framework that investors should understand before committing capital.

CUSIP Identification and Market Infrastructure

The notes have been assigned CUSIP number 38151VAG3 and ISIN number US38151VAG32, which serve as standardized identifiers for market participants involved in trading, settlement, and record-keeping for these securities. The CUSIP number is essential for electronic trade processing and communication among brokers, dealers, custodians, and transfer agents throughout the notes' lifecycle. These identification numbers enable market participants to clearly distinguish this particular note series from all other Goldman Sachs debt securities.

The notes are not listed on any exchange, meaning they trade in the over-the-counter market through dealers and underwriters. Goldman Sachs and affiliated entities may use this prospectus for initial sales to customers and for market-making transactions after the initial distribution period. Investors should be aware that secondary market liquidity for the notes depends on dealer participation and market conditions, and bid-ask spreads in secondary trading may be wider than those for more actively traded instruments.

Non-Bank Deposit Status and Investor Protections

The disclosure 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 do not constitute obligations of, or guarantees by, any bank entity. This non-bank security status means that investors' recovery in any Goldman Sachs financial distress depends entirely on the company's general creditworthiness and claims-paying ability as an unsecured creditor, without the benefit of FDIC protection or banking regulatory safeguards applicable to deposit-like instruments.

Investors should recognize that their security interest depends on Goldman Sachs' continued financial stability and ability to meet its obligations when due. Unlike FDIC-insured deposits, note holders have no statutory insurance coverage limiting their loss exposure. Investors should evaluate Goldman Sachs' credit rating, financial condition, and overall risk profile before committing capital to these notes. As with all unsecured corporate debt, changes in the company's financial condition, competitive position, or regulatory environment could materially affect the notes' value and credit risk.

Defeasance Rights and Issuer Flexibility

Goldman Sachs retains the right to invoke both full and covenant defeasance provisions with respect to these notes. Full defeasance permits the issuer to be relieved of all obligations on the notes by placing funds in trust sufficient to pay principal and interest as they come due. Covenant defeasance allows Goldman Sachs to be relieved of specified provisions of the notes while remaining obligated to pay principal and interest. These defeasance rights provide the issuer with an alternative means to manage its debt obligations if it elects to place assets in trust rather than maintain direct obligations to note holders.

The availability of defeasance mechanisms may enhance Goldman Sachs' financial flexibility, particularly if interest rates decline and the company determines it cost-effective to place funds in trust to retire the notes. For investors, defeasance could alter the risk profile of their holdings, as trust-held funds may be invested in U.S. government securities or other high-quality instruments with different yield characteristics. Investors should understand that defeasance could reduce their exposure to Goldman Sachs' credit risk by substituting trust assets as the ultimate source of payment.

Foreign Account Tax Compliance and Withholding Considerations

The prospectus discloses that Foreign Account Tax Compliance Act (FATCA) withholding may apply to payments on the notes, including as a result of failures by banks or brokers through which investors hold the notes to provide information to tax authorities. FATCA imposes withholding obligations on certain U.S. source payments, including interest on debt securities, if the payee fails to establish an exemption from withholding. The precise withholding rate and applicability depend on the investor's tax status, residency, and the account through which the notes are held.

Non-U.S. investors and U.S. investors holding notes through foreign accounts should carefully review the FATCA withholding discussion in the accompanying prospectus to understand their specific exposure to withholding obligations. The interaction between FATCA rules and individual tax situations can be complex, particularly for investors with multiple accounts or entities involved in holding the notes. Investors should consult with tax advisors regarding the FATCA implications of purchasing these notes and the documentation required to avoid or minimize withholding.