Goldman Sachs Issues Callable Fixed Rate Notes Due 2030 With 5.00% Annual Interest Rate

Structure and Maturity Timeline of the Debt Offering

The notes represent a fixed rate debt instrument designed with a specific maturity profile and redemption flexibility for the issuer. Goldman Sachs structured the notes to mature on January 31, 2030, approximately 3.5 years from the expected issue date of July 31, 2026. The company disclosed that the notes will be issued in denominations of $1,000 and integral multiples of $1,000 in excess thereof, accommodating various investor portfolio sizes and investment strategies. Interest will accrue from the original issue date and accumulate through the maturity date under a 30/360 day count convention, providing consistent interest calculation methodology throughout the note's life cycle.

The interest payment schedule establishes semi-annual distributions to note holders on the last calendar day of January and July each year, beginning with the first payment expected on January 31, 2027. This semi-annual payment frequency aligns with standard institutional debt market practices and provides holders with regular income distributions. The filing specifies that the regular record dates for interest payments will be the business day immediately prior to each payment date, establishing a clear administrative timeline for interest processing through The Depository Trust Company's book-entry system.

Coupon Rate and Interest Payment Mechanics

Goldman Sachs established a 5.00% per annum interest rate for these callable notes, representing the fixed coupon that holders will receive throughout the instrument's life. This coupon rate applies consistently from the original issue date through the stated maturity date, regardless of whether the issuer exercises its redemption options. The disclosure indicates that interest payments will be calculated using the 30/360 ISDA day count convention, a widely accepted industry standard that treats each month as having 30 days and each year as having 360 days for interest accrual purposes.

The prospectus supplement notes that purchasers acquiring notes after the original issue date will be responsible for paying accrued interest from the original issue date through the delivery date. This accrued interest mechanism ensures that Goldman Sachs receives appropriate compensation for the time value of money between issuance and secondary market transactions. The filing does not disclose the specific principal amount being offered in this issuance, stating only that it is subject to completion. Interest payment calculations and distributions will be managed by Goldman Sachs & Co. LLC in its role as calculation agent.

Redemption Rights and Call Features Available to the Issuer

Goldman Sachs retained significant flexibility through embedded call options that allow the company to redeem the notes at its discretion before maturity. The disclosure specifies that the company may redeem the notes in whole but not in part on each redemption date, which are expected to be the last calendar day of January, April, July, and October on or after January 31, 2027. This quarterly redemption schedule provides the issuer with four redemption windows each year throughout the note's life, beginning approximately six months after issuance. The redemption price is set at 100% of the outstanding principal amount plus any accrued and unpaid interest through but excluding the redemption date, creating a par call structure with full accrued interest compensation.

The filing requires that Goldman Sachs provide holders with at least five business days' prior notice before exercising redemption rights, allowing note holders adequate time to process and plan for early repayment. This notice requirement aligns with standard market conventions for corporate debt instruments and provides transparency in the redemption process. The ability to call notes at par gives the issuer an important tool for managing its debt portfolio, particularly if interest rates decline or if Goldman Sachs' funding needs change. Investors should understand that this callable feature introduces reinvestment risk if the notes are redeemed early, requiring them to reinvest proceeds potentially at lower prevailing interest rates.

Tax Treatment and Withholding Considerations for Investors

The prospectus supplement includes counsel opinion from Sidley Austin LLP regarding United States federal income tax consequences for note holders. The disclosure indicates that interest paid on the notes will be taxable to U.S. holders as ordinary interest income at the time it accrues or is received, consistent with the U.S. holder's normal accounting method for tax purposes. This tax treatment applies regardless of whether Goldman Sachs exercises its redemption option, meaning that early call provisions do not alter the ordinary income tax characterization of interest payments received through the call date.

Upon disposition of a note through sale, exchange, redemption, retirement, or any other disposition, U.S. holders will generally recognize capital gain or loss equal to the difference between the amount realized on the disposition and the holder's adjusted tax basis in the note, excluding accrued but unpaid interest which receives separate ordinary income treatment. Additionally, the prospectus supplement references Foreign Account Tax Compliance Act (FATCA) withholding rules that may apply to payments on the notes, particularly if a bank or broker through which an investor holds the notes fails to provide required information to tax authorities. The filing directs investors to the accompanying prospectus for detailed FATCA withholding provisions and their potential impact on returns.

Book-Entry Issuance and Ownership Structure

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 or its nominee, eliminating the need for physical certificates. Settlement of the notes will occur in immediately available funds through DTC's system, providing efficient clearing and settlement for institutional investors and market participants. This book-entry structure has become standard for investment-grade corporate debt, streamlining administrative processes and reducing operational risk associated with physical security handling.

The filing emphasizes that references to "holders" in the pricing supplement specifically mean The Depository Trust Company or its nominee, not indirect owners who maintain beneficial interests in the notes through DTC participants. Investors who purchase notes through broker-dealers and other financial institutions will hold beneficial interests in the global note through these DTC participants rather than receiving direct ownership claims. The prospectus supplement directs readers to the accompanying prospectus section titled "Legal Ownership and Book-Entry Issuance" for comprehensive information about the mechanics of book-entry ownership and the rights and obligations of both direct and beneficial interest holders.

Registration Statement and Prospectus Documentation Framework

The notes are part of Goldman Sachs' Medium-Term Notes, Series N program, which operates under registration statement number 333-284538 with the Securities and Exchange Commission. This registration statement provides the regulatory framework authorizing Goldman Sachs to issue multiple tranches of debt securities with varying terms and maturities under a single umbrella prospectus. The pricing supplement dated July 21, 2026, must be read in conjunction with the prospectus supplement dated February 14, 2025, and the prospectus dated February 14, 2025, to obtain a complete understanding of the terms, conditions, and risk factors associated with this specific note issuance.

The disclosure states that information contained in the pricing supplement supersedes any conflicting information in the accompanying prospectus documents, establishing a clear hierarchy of document authority. The notes are governed by Goldman Sachs' Senior Debt Indenture dated July 16, 2008, as amended, between the company and The Bank of New York Mellon serving as trustee. Investors should recognize that certain terms or features described in the accompanying prospectus documents may not apply to these specific notes, making careful review of the pricing supplement essential for understanding the exact terms applicable to this offering.

Identifiers and Market Trading Information for the Notes

The notes have been assigned specific identifiers for trading and settlement purposes within financial markets and repositories. The CUSIP number for this security is 38151VAC2, while the ISIN number is US38151VAC28, allowing the notes to be identified and tracked in both domestic and international securities markets. These identifiers are critical for executing trades, maintaining records, and ensuring accurate settlement through clearinghouses and broker-dealer systems.

The filing notes that the notes are not listed on any securities exchange, meaning they will trade in the over-the-counter markets rather than on a centralized national exchange. Goldman Sachs & Co. LLC is identified as the calculation agent responsible for computing interest payments and managing administrative calculations throughout the note's life. The filing indicates that Goldman Sachs may use this prospectus in the initial sale of the notes, while Goldman Sachs & Co. LLC or other company affiliates may use the prospectus in market-making transactions in the notes after their initial distribution.

Defeasance Provisions and FDIC Insurance Disclaimers

The prospectus supplement confirms that both full defeasance and covenant defeasance apply to these notes. Full defeasance refers to Goldman Sachs' potential right to be relieved of all its obligations on the notes by placing funds in trust for the holder, while covenant defeasance allows the issuer to be relieved of specified provisions by placing funds in trust. These defeasance mechanisms provide the issuer with alternative liability management strategies while establishing potential paths for holders to receive alternative credit 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, nor are they obligations of or guaranteed by a bank. This clarification is important for investors to understand the true credit nature of the investment; the notes are corporate debt obligations of The Goldman Sachs Group, Inc., dependent entirely on Goldman Sachs' creditworthiness and ability to meet its obligations. The notes do not carry the safety net of deposit insurance or bank guarantee that deposits at insured institutions provide, introducing credit risk as a material consideration for prospective investors evaluating this opportunity.

Pricing Arrangements and Underwriting Compensation Structure

The prospectus supplement indicates that the initial price to public may vary between a specified percentage and 100% for certain investor categories, with complete pricing information to be determined as the offering concludes. The filing notes that the initial price to public set forth in the pricing supplement does not include accrued interest, if any, and that purchasers receiving notes after the original issue date will be responsible for paying accrued interest from issuance. Beyond the initial public offering, 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, providing ongoing market liquidity mechanisms.

The return on investment, whether positive or negative, depends in part on the issue price paid for the notes, creating a direct relationship between purchase price and ultimate investment return. The prospectus supplement includes disclosure that the specific underwriting discount, per-note pricing, and total offering proceeds are subject to completion, reflecting the preliminary nature of the pricing supplement as filed with the SEC. Goldman Sachs & Co. LLC serves as the primary underwriter for this debt offering, managing the distribution process and facilitating access to institutional and other qualifying investors.

Regulatory Framework and SEC Registration Status

The pricing supplement was filed pursuant to Rule 424(b)(2) under the Securities Act of 1933, which governs the form and content of pricing supplements for debt securities issued under effective registration statements. The document explicitly states that the information contained in the preliminary pricing supplement is not complete and may be changed, reflecting the preliminary status of the disclosure as originally filed. The document further notes that neither the SEC nor any other regulatory body has approved or disapproved the securities or passed upon the accuracy or adequacy of the prospectus, with any representation to the contrary constituting a criminal offense.

The preliminary pricing supplement is not an offer to sell nor does it seek an offer to buy securities in any jurisdiction where the offer or sale is not permitted, establishing the document's conditional and jurisdictionally limited nature. The prospectus supplement carries a notation that it is subject to completion and dated July 21, 2026, indicating the preliminary stage of the regulatory filing process. Investors should understand that final terms of the offering, including the exact principal amount, underwriting compensation, and final pricing, will be disclosed when the final pricing supplement is filed with the SEC, typically just before or coincident with the commencement of trading.