Goldman Sachs Issues Two-Year Callable Fixed Rate Notes at 4.70% Coupon

Structure and Key Terms of the Debt Offering

The Goldman Sachs Group, Inc. announced the issuance of callable fixed rate notes scheduled to mature on July 31, 2028, with an expected original issue date of July 31, 2026. These notes are part of the company's Medium-Term Notes Series N program and are governed by Goldman Sachs' Senior Debt Indenture dated July 16, 2008, as amended, with The Bank of New York Mellon serving as trustee. The notes will be issued in denominations of $1,000 and integral multiples of $1,000 in excess thereof, and will be offered in book-entry form as a master global note registered with The Depository Trust Company.

The pricing supplement indicates that the expected trade date for the notes is July 29, 2026, with the original issue date set for July 31, 2026. These dates are subject to completion and market conditions. The notes are governed by the terms outlined in the accompanying prospectus dated February 14, 2025, and the prospectus supplement also dated February 14, 2025. The disclosure clarifies that terms described in the pricing supplement supersede any conflicting information contained in the accompanying prospectus documents and that some terms described in those documents may not apply to these specific notes.

Interest Payment Structure and Coupon Terms

Investors in these callable fixed rate notes will receive an annual coupon of 4.70% per annum, calculated from the original issue date through the stated maturity date. Interest will be paid on each interest payment date, which the disclosure identifies as the last calendar day of July of each year, commencing with the first payment on July 31, 2027. The day count convention for calculating interest payments is 30/360 under ISDA standards, a common methodology in debt markets that standardizes interest accrual by treating each month as having 30 days and each year as having 360 days.

Regular record dates for interest payments will be the day immediately prior to the payment date, adjusted according to the following unadjusted business day convention. A business day is defined as any Monday through Friday that is not a day on which banking institutions in New York City are authorized or obligated by law, regulation, or executive order to close. The disclosure notes that purchasers acquiring the notes after the original issue date must pay any accrued interest to the seller at the time of purchase, in addition to the initial purchase price. The initial price to public may vary between certain percentages and 100% for certain investors, with the exact pricing terms to be determined upon completion of the offering.

Call Option and Redemption Provisions

The Goldman Sachs Group, Inc. has retained the option to redeem the notes at its discretion, in whole but not in part. Redemption dates are expected to occur on the last calendar day of January, April, July, and October of each year, beginning on or after January 31, 2027. The issuer must provide at least five business days' prior notice to note holders before exercising its redemption right. When the notes are redeemed, the redemption price equals 100% of the outstanding principal amount plus any accrued and unpaid interest calculated to but excluding the redemption date.

This call feature gives Goldman Sachs flexibility in managing its debt obligations and refinancing strategy. If interest rates decline significantly, the issuer can redeem the notes and refinance at a lower rate, though this would limit investors' upside if market rates fall substantially below the 4.70% coupon. Conversely, if rates rise, investors may retain the notes through maturity, receiving the stated 4.70% return. The quarterly redemption frequency provides the issuer with multiple opportunities to exercise the call option, though it must redeem the entire outstanding principal amount if exercising the option, not a partial amount.

Tax Treatment and FATCA Implications

According to the disclosure, it is the opinion of counsel Sidley Austin LLP 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, regardless of the holder's accounting method and irrespective of whether the issuer calls the notes prior to maturity. This means that investors in these notes must report annual interest income for federal tax purposes beginning with the first payment in July 2027.

When investors dispose of the notes—whether through sale, exchange, redemption by the issuer, or retirement at maturity—they will generally recognize a capital gain or loss equal to the difference between the amount realized on disposal (excluding accrued interest, which is treated separately) and the holder's adjusted tax basis in the note. The disclosure also alerts investors to Foreign Account Tax Compliance Act (FATCA) withholding requirements that may apply to payments on the notes, including withholding that may occur if the bank or broker through which the investor holds the notes fails to provide required information to tax authorities. Investors should review the detailed discussion of FATCA withholding in the accompanying prospectus for a comprehensive understanding of these potential tax consequences.

Book-Entry Form and Depository Trust Arrangements

The notes will be issued exclusively 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 physical certificates will not be issued; instead, investors will hold beneficial interests through DTC participants. Settlement of the notes will occur in immediately available funds through DTC. Individual investors who own beneficial interests in the notes through DTC participants should review the section titled "Legal Ownership and Book-Entry Issuance" in the accompanying prospectus for detailed information regarding their rights, obligations, and procedures for trading and holding these notes in book-entry form.

The use of the book-entry system streamlines settlement, reduces administrative burden, and provides investors with flexibility in managing their holdings through standard brokerage accounts and custodial arrangements. The CUSIP number for these notes is 38151V7G7, and the ISIN (International Securities Identification Number) is US38151V7G74. These identification numbers enable investors and market participants to track and trade the notes efficiently in secondary markets. The disclosure specifies that the notes will not be listed on any exchange, so secondary market trading will occur through over-the-counter channels.

Defeasance Rights and Credit Protections

The disclosure indicates that Goldman Sachs has the right to exercise both full defeasance and covenant defeasance with respect to these notes. Full defeasance allows the issuer to be relieved of all its obligations under the notes by placing sufficient funds in trust for note holders, which would effectively discharge the issuer's debt while the trust funds continue to provide principal and interest payments to investors. Covenant defeasance permits the issuer to be relieved of specified covenants and other provisions of the notes by placing funds in trust, although the issuer remains liable for payment of principal and interest.

These defeasance provisions provide the issuer with an alternative means of managing its balance sheet and capital structure, though they do not alter the payment obligations to investors or reduce credit protections. Investors should note 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. Consequently, investors' ability to recover principal and interest is dependent solely on Goldman Sachs' ability and willingness to pay, and investors should evaluate the creditworthiness of The Goldman Sachs Group, Inc. before purchasing these notes.

Distribution and Market-Making Arrangements

The disclosure indicates that Goldman Sachs will use this prospectus in the initial sale of the notes to investors. Following the initial offering, Goldman Sachs & Co. LLC or other affiliates of The Goldman Sachs Group, Inc. may use this prospectus in connection with market-making transactions in the notes. The pricing supplement notes that underwriters may offer the notes at times subsequent to the initial offering at market prices prevailing at the time of sale, at prices related to market prices, or at negotiated prices. InspereX LLC is identified as a party involved in the distribution arrangement.

Unless Goldman Sachs or its agent informs the purchaser otherwise in the confirmation of sale, the prospectus should be presumed to be used in a market-making transaction. The disclosure regarding pricing indicates that the initial price to public may vary between certain percentages and 100% for certain investors, with specific information on this variation to be provided in the supplemental plan of distribution section. The immediate share price impact was not clear from available public information. Investors should consult the complete terms and conditions in the prospectus and pricing supplement before making an investment decision in these notes.

Goldman Sachs' Use of Medium-Term Notes Program

The Goldman Sachs Group, Inc. offers debt securities through its Medium-Term Notes Series N program, which provides the company with ongoing flexibility to access capital markets for funding and liability management purposes. This particular issuance of two-year callable fixed rate notes represents one component of the company's broader debt management strategy. The program allows Goldman Sachs to issue notes with varying terms, maturities, and features to meet diverse investor demands and to respond to changing market conditions and the company's funding needs.

As a global systemically important financial institution, Goldman Sachs maintains substantial funding operations to support its investment banking, trading, and financial advisory businesses worldwide. The issuance of fixed rate callable notes provides term funding at known costs, helping the company match its funding profile to the duration and nature of its business activities. The 4.70% coupon reflects market conditions and credit conditions as of the offering date in mid-July 2026. The callable feature allows the company to refinance if market rates decline, providing flexibility in managing its cost of capital and debt portfolio composition.

Investor Considerations and Risk Factors

Investors considering these callable fixed rate notes should recognize that the fixed coupon of 4.70% represents the return on their investment throughout the note's life if held to maturity or until redemption. The return will be influenced by the purchase price paid for the notes; investors acquiring notes at prices below par (100% of principal) will realize a gain at maturity or redemption, while investors paying prices above par will experience a loss. The return (whether positive or negative) on investment in the notes depends partly on the initial purchase price and any secondary market price fluctuations.

The callable feature introduces reinvestment risk for investors. If the notes are called during a period of declining interest rates, investors will receive their principal repaid but must reinvest proceeds in an environment where available yields may be lower than the 4.70% coupon. Conversely, if rates rise significantly, investors benefit from holding notes paying 4.70% above-market rates. The maturity of just two years (from the July 31, 2026 original issue date to July 31, 2028) represents a relatively short time horizon, limiting duration risk but also providing limited yield pickup compared to shorter-term alternatives. Investors' repayment of principal and interest depends entirely on The Goldman Sachs Group, Inc.'s ability and willingness to meet its obligations, making credit quality a significant consideration in the investment decision.