Goldman Sachs Prices $9 Million Callable Fixed Rate Notes Due 2031 at 5% Annual Coupon

Debt Issuance Details and Pricing Structure

The Goldman Sachs Group, Inc. has disclosed the issuance of $9,000,000 in callable fixed rate notes as part of its Medium-Term Notes, Series N program. The notes were priced on July 16, 2026, with an original issue date of July 17, 2026, and carry a stated maturity date of July 17, 2031. This five-year maturity profile aligns with intermediate fixed income demand in the current interest rate environment. The notes are denominated in U.S. dollars with minimum denominations of $1,000 and integral multiples thereof, making them accessible to various institutional and individual investors.

The pricing of these notes at 100% of par value represents an important baseline for investor returns. The underwriting discount of 0.933%, totaling $83,970, resulted in proceeds to Goldman Sachs of $8,916,030 before expenses. Goldman Sachs & Co. LLC and InspereX LLC served as underwriters for this offering. The initial pricing to the public did not include accrued interest, though purchasers receiving notes after the original issue date would be required to pay accrued interest from July 17, 2026 through the delivery date.

Fixed Rate Coupon and Interest Payment Schedule

Investors in these notes will receive interest at a fixed rate of 5.00% per annum throughout the life of the security. The filing states that interest will be paid annually on July 17 of each year, commencing July 17, 2027, and continuing through the stated maturity date of July 17, 2031. This annual payment structure provides a predictable income stream over a five-year horizon. The day count convention employed for interest calculations is 30/360 (ISDA), a standard methodology used in corporate debt markets that simplifies interest accrual calculations by assuming 30-day months and 360-day years.

Regular record dates for interest payments are established as the day immediately prior to each interest payment date, applying a following unadjusted business day convention. A business day under the terms of these notes is defined as any Monday, Tuesday, Wednesday, Thursday, or Friday that is not a day when banking institutions in New York City are authorized or obligated to close. This framework ensures that interest payments continue uninterrupted across various market holidays and regulatory closures. The first interest payment is scheduled for July 17, 2027, providing holders with a full year of accrual before the initial coupon receipt.

Redemption Features and Issuer Call Options

The notes contain embedded redemption features that provide The Goldman Sachs Group, Inc. with significant flexibility in managing its debt structure. The disclosure reveals that Goldman Sachs may redeem the notes at its option, in whole but not in part, beginning July 17, 2028, and on each subsequent redemption date thereafter. These redemption dates occur quarterly on January 17, April 17, July 17, and October 17. The redemption price is set at 100% of the outstanding principal amount plus accrued and unpaid interest to, but not including, the redemption date. This pricing mechanism ensures that holders receive full principal value alongside any accrued coupon payments at the time of redemption.

The redemption notice requirement specifies that Goldman Sachs must provide at least five business days' prior notice to note holders before exercising any call option. This advance notification period allows investors to assess the implications of potential early redemption and make informed decisions regarding portfolio adjustments. The ability to call the notes beginning in 2028, approximately two years before maturity, reflects market conditions and refinancing opportunities that may emerge for the issuer. The quarterly call schedule provides multiple redemption windows, though the provision limiting redemption to "in whole but not in part" means that if Goldman Sachs exercises the call option, all outstanding notes must be redeemed simultaneously.

Legal Structure and Registration Framework

The notes are part of a broader debt securities program governed by The Goldman Sachs Group, Inc.'s Senior Debt Indenture dated July 16, 2008, as amended, with The Bank of New York Mellon serving as trustee. The disclosure indicates that the pricing supplement dated July 16, 2026, contains specific terms controlling any conflicting provisions in earlier prospectus documents, including the prospectus dated February 14, 2025, and accompanying prospectus supplement dated the same date. This hierarchical documentation structure ensures that investors applying the most recent pricing supplement receive the controlling terms governing their specific investment. The notes were registered pursuant to Registration Statement No. 333-284538 and filed as a 424B2 prospectus supplement under Rule 424(b)(2) of the Securities Act of 1933.

The notes will be issued in book-entry form and represented by a master global note registered in the name of DTC, or its nominee. The filing states that the sale will settle in immediately available funds through DTC, with investors holding interests through DTC participants rather than possessing physical note certificates. This book-entry settlement mechanism provides electronic transfer capabilities and reduces administrative friction in the trading and transfer of notes. Investors have limited options to withdraw notes from the DTC system except under specific circumstances outlined in the accompanying prospectus. The CUSIP number for these notes is 38151V6V5, while the ISIN number is US38151V6V50, enabling standardized identification in settlement systems and market databases.

Tax Considerations and Investor Treatment

Sidley Austin LLP, counsel to Goldman Sachs, has provided an opinion addressing the U.S. federal income tax consequences of these notes. The disclosure indicates that interest on the notes will be taxable to U.S. holders as ordinary interest income at the time it accrues or is received in accordance with the holder's normal method of accounting for tax purposes. This taxation treatment applies regardless of whether Goldman Sachs exercises its right to call the notes early. The ordinary income classification means that interest received will be taxed at regular income tax rates rather than capital gains rates, which is a material consideration for tax-sensitive investors evaluating after-tax returns.

Upon disposition of a note through sale, exchange, redemption, retirement by company call, or other disposition, a U.S. holder will generally recognize capital gain or loss equal to the difference between the amount realized on disposition and the holder's adjusted tax basis in the note. This capital gain or loss treatment applies only to gains and losses on the principal amount, with accrued but unpaid interest treated separately as ordinary income. Investors should consult with tax advisors regarding specific tax consequences based on individual circumstances, holding periods, and applicable tax brackets, as the tax treatment may vary depending on each investor's particular situation and applicable state and local tax considerations.

Investor Protections and Risk Disclosures

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. Additionally, the notes are not obligations of, or guaranteed by, a bank, meaning investors bear the full credit risk of The Goldman Sachs Group, Inc. as the issuer. 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 materials, as is customary for securities offerings. Any representation that regulatory approval has occurred would constitute a criminal offense under securities laws.

The immediate share price impact was not clear from available public information contained in this disclosure. The filing notes that defeasance provisions apply to these notes, meaning that Goldman Sachs has the right to be relieved of all obligations on the notes by placing funds in trust for holders (full defeasance) or relieved of specified provisions through placing funds in trust (covenant defeasance). These defeasance options provide additional flexibility for the issuer in managing its long-term debt obligations under certain market and financial conditions. Goldman Sachs & Co. LLC serves as the calculation agent for these notes, responsible for computing interest payments and other numerical determinations.

Market Making and Secondary Trading Provisions

The disclosure indicates that Goldman Sachs may use this prospectus in the initial sale of the notes, and Goldman Sachs & Co. LLC or other affiliates of Goldman Sachs may use the prospectus in market-making transactions after the initial sale. Unless the purchaser receives other information in the confirmation of sale, the prospectus disclosure states that it is being used in a market-making transaction context. This arrangement allows Goldman Sachs affiliates to facilitate secondary market liquidity in these notes following their initial distribution, providing investors with potential exit opportunities before maturity.

The filing notes that in addition to offers and sales at the initial price to public, underwriters may offer the notes subsequently at market prices prevailing at the time of sale, at prices related to market prices, or at negotiated prices. This flexibility in pricing reflects standard market-making practices where notes may trade above or below par value depending on interest rate movements, credit conditions, and general market demand for similar securities. Investors should recognize that the return on investment, whether positive or negative, will depend in part on the issue price paid for the notes, meaning that secondary market purchases above par will reduce potential returns while purchases below par may enhance them.

Foreign Account Tax Compliance and Regulatory Framework

The disclosure references Foreign Account Tax Compliance Act (FATCA) withholding provisions that may apply to payments on these notes, including withholding resulting from the failure of the bank or broker through which investors hold the notes to provide information to tax authorities. The prospectus contains detailed discussion under the section "United States Taxation — Taxation of Debt Securities — Foreign Account Tax Compliance Act (FATCA) Withholding" regarding the applicability of FATCA to payments made on the notes. Non-U.S. investors and those holding notes through non-U.S. entities should carefully review FATCA provisions, as they may result in reduced interest payment amounts if proper documentation is not maintained.

The Employee Retirement Income Security Act (ERISA) contains certain restrictions and considerations applicable to investments in these notes by ERISA-covered plans and individual retirement accounts. The accompanying prospectus discusses these provisions in detail under the "Employee Retirement Income Security Act" section on page 154. Institutional investors managing retirement plan assets should review these provisions carefully to ensure compliance with applicable ERISA fiduciary standards and prohibited transaction rules when considering investments in these notes as part of diversified portfolio strategies.

Goldman Sachs' Debt Program and Issuer Context

The Goldman Sachs Group, Inc. is a leading global financial institution with substantial operations in investment banking, trading, wealth management, and investment management. The company operates one of the largest investment banking operations globally and maintains significant trading operations across equity, fixed income, foreign exchange, and commodities markets. As a major financial institution, Goldman Sachs regularly accesses capital markets through various debt issuance programs to fund operations, maintain capital adequacy ratios, and support strategic initiatives. The Medium-Term Notes Series N program represents an established funding mechanism that allows the company to issue debt securities with varying maturity dates and structures depending on market conditions and capital needs.

The filing does not disclose specific financial metrics, current capital ratios, or forward-looking financial guidance related to the company's operations or strategic direction. The company did not disclose comparative information regarding the volume of recent debt issuances, utilization rates of the Medium-Term Notes program, or competitive positioning relative to other financial institutions' capital markets activities. Investors seeking comprehensive information about Goldman Sachs' financial condition, operational performance, and strategic positioning should review the company's most recent quarterly and annual reports filed with the Securities and Exchange Commission, which contain detailed financial statements and management discussion and analysis addressing these broader corporate topics.