Goldman Sachs Issues Four-Year Callable Notes With 5.05% Annual Interest Rate

Coupon Structure and Interest Payment Schedule

The notes carry a fixed annual interest rate of 5.05% per annum, payable from the original issue date through the stated maturity date. Interest payments are scheduled to occur on the last calendar day of July each year, commencing July 31, 2027, and continuing through the maturity date of July 31, 2030. This quarterly-equivalent structure provides investors with annual coupon payments aligned to a predictable calendar schedule.

The filing specifies that interest accrues using a 30/360 day count convention under ISDA standards. The company disclosed that the first interest payment will be made on July 31, 2027, approximately one year after the original issue date. Purchasers acquiring notes after the original issue date must pay the seller accrued but unpaid interest in addition to the principal purchase price. For U.S. federal income tax purposes, the disclosure indicates that interest income will be taxable to U.S. holders as ordinary interest income as it accrues or is received, regardless of whether the issuer exercises its redemption option.

Redemption Features and Call Provisions

Goldman Sachs retains the option to redeem the entire outstanding principal amount of the notes before maturity, provided redemption occurs in whole rather than in part. Redemption dates are expected to be the last calendar day of January, April, July, and October on or after July 31, 2028. The company must provide holders with at least five business days' prior notice before exercising this redemption right. The redemption price equals 100% of the outstanding principal amount plus accrued and unpaid interest calculated to but excluding the redemption date.

The callable structure introduces reinvestment risk for investors, particularly if interest rates decline and the issuer finds redemption economically advantageous. The option becomes exercisable approximately two years after issuance, following the July 31, 2028 date. This feature gives Goldman Sachs flexibility in managing its debt portfolio and interest rate exposure, while requiring note holders to consider the potential for early call risk when evaluating total returns.

Principal Amount and Denomination Structure

The notes are issued in denominations of $1,000 and integral multiples of $1,000 in excess thereof. The disclosure does not specify the total principal amount to be issued, stating only that this amount would be determined at pricing. Investors interested in the specific aggregate principal value and individual note pricing should refer to the final pricing supplement expected to be released following the trade date on July 29, 2026.

The notes will be issued in book-entry form, represented by a master global note registered with The Depository Trust Company (DTC) or its nominee. This structure enables efficient settlement through DTC's systems. The disclosure clarifies that beneficial owners of notes hold their interests through DTC participants rather than holding physical certificates, and investors should review the prospectus section titled "Legal Ownership and Book-Entry Issuance" for complete details regarding the mechanics of book-entry ownership.

Pricing and Underwriting Details

The disclosure indicates that the initial price to public may vary between a specified percentage and 100% for certain investors, with the variation attributed to a supplemental plan of distribution detailed on page PS-7 of the prospectus. Goldman Sachs & Co. LLC and InspereX LLC are identified as underwriters. The document notes that the initial price to public does not include accrued interest and that underwriters may offer notes at market prices, at prices related to market prices, or at negotiated prices in transactions after the initial offering.

The filing confirms that Goldman Sachs may use this prospectus in the initial sale of the notes. Additionally, Goldman Sachs & Co. LLC or any other Goldman Sachs affiliate may use the prospectus in market-making transactions in the notes following their initial distribution. Unless Goldman Sachs or its agent informs a purchaser otherwise in the trade confirmation, the presumption is that any post-offering transaction constitutes a market-making activity. The actual price paid by investors will influence the return generated on their investment, whether positive or negative.

Program Framework and Legal Documentation

The notes form part of The Goldman Sachs Group, Inc.'s Medium-Term Notes, Series N program, governed by the company's Senior Debt Indenture dated July 16, 2008, as amended, with The Bank of New York Mellon serving as trustee. This program structure allows Goldman Sachs to issue multiple debt securities under a single registration statement, streamlining the capital raising process. The filing indicates that Registration Statement No. 333-284538 covers these notes, with the prospectus supplement dated February 14, 2025, and the base prospectus dated February 14, 2025, providing foundational terms applicable to the program.

The company disclosed that terms in this pricing supplement control over any conflicting terms in the accompanying documents. The disclosure emphasizes that certain terms or features described in the prospectus documents may not apply to these specific notes, requiring investors to carefully cross-reference this pricing supplement with the broader prospectus materials. Goldman Sachs & Co. LLC serves as the calculation agent responsible for determining amounts due under the notes.

Tax Considerations for U.S. Holders

Sidley Austin LLP provided a tax opinion regarding the U.S. federal income tax treatment of the notes for U.S. holders. The opinion confirms that interest paid on the notes will be taxable as ordinary interest income to U.S. holders at the time the interest accrues or is received, according to the holder's normal accounting method. This treatment applies regardless of whether Goldman Sachs exercises its redemption option. Investors should recognize that the 5.05% coupon represents income subject to federal taxation.

Upon disposition of the notes through sale, exchange, redemption, retirement, or other means, U.S. holders will generally recognize capital gain or loss equal to the difference between the amount received and their adjusted tax basis in the notes. The amount realized does not include payments attributable to accrued but unpaid interest, which are treated separately as interest income. The disclosure directs investors to the prospectus section on "United States Taxation — Taxation of Debt Securities — Foreign Account Tax Compliance Act (FATCA) Withholding" for information regarding the potential applicability of FATCA withholding to payments on the notes. This is particularly relevant for investors holding notes through foreign accounts or foreign financial institutions.

Risk Disclosures and Important 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 represent obligations of, or guarantees by, any bank entity. This clarification is material for investors comparing these debt securities to bank savings products. Investors should evaluate the credit quality and financial stability of The Goldman Sachs Group, Inc. as the primary credit risk.

The preliminary pricing supplement carries a "subject to completion" notation, indicating that certain pricing information remained incomplete at the time of filing. The Securities and Exchange Commission and other regulatory authorities have neither approved nor disapproved the notes nor opined on the accuracy or adequacy of the prospectus. Any representation by any person that such approval or adequacy has been established constitutes a criminal offense under securities laws. Investors must review all available prospectus materials and consult their financial advisors before making investment decisions.

Defeasance Options and Redemption Flexibility

The disclosure confirms that both full and covenant defeasance provisions apply to these notes. Full defeasance permits Goldman Sachs to be relieved of all obligations on the notes by placing funds in trust for holders. Covenant defeasance allows the issuer to be relieved of specified provisions of the indenture by placing funds in trust for holders. These defeasance mechanisms provide Goldman Sachs with additional flexibility in managing its obligations and may affect the notes' trading characteristics if exercised.

The inclusion of defeasance options is significant for understanding the issuer's remedies and the scope of obligations that may remain applicable to note holders. Investors should review the Senior Debt Indenture and the accompanying prospectus supplement for detailed descriptions of what constitutes full versus covenant defeasance and how these features might be utilized by the issuer. The redemption features work in conjunction with defeasance options to provide Goldman Sachs with multiple mechanisms for managing these liabilities over the notes' four-year term.

Settlement Mechanics and Book-Entry Issuance

The notes will settle in immediately available funds through DTC, with investors receiving beneficial interests through DTC participants rather than physical note certificates. The master global note will be registered in the name of DTC or its nominee. The disclosure directs investors to the prospectus section on "Legal Ownership and Book-Entry Issuance" for comprehensive information about the mechanics, procedures, and considerations applicable to notes issued in book-entry form through DTC.

Book-entry issuance streamlines settlement and record-keeping for both Goldman Sachs and investors, reducing administrative burden and facilitating secondary market trading. However, this structure means that investors will not have direct physical possession of their notes and will depend on DTC and their custodial institutions to maintain accurate records of their beneficial ownership interests. Investors should understand the roles of DTC, their broker, and the trustee in administering these notes before investing.