Goldman Sachs Issues $10 Billion Callable Fixed Rate Notes Due 2046 at 6.00% Coupon

Debt Issuance Terms and Pricing Structure

The Goldman Sachs Group, Inc. disclosed the issuance of $10,023,000 in principal amount of Callable Fixed Rate Notes as part of its Medium-Term Notes, Series N program. The notes carry a fixed interest rate of 6.00% per annum and were priced to the public at par value (100%). The initial underwriting discount applied to the offering was 1.683% of the principal amount, resulting in total underwriting fees of $168,687.09. After deducting the underwriting discount, Goldman Sachs received proceeds of $9,854,312.91 before additional expenses related to the offering.

The notes were offered in denominations of $1,000 and integral multiples thereof, with a trade date of July 16, 2026, and an original issue date of July 20, 2026. The structure of the offering reflects standard investment-grade debt issuance practices, with the notes registered under the company's existing shelf registration statement. Goldman Sachs & Co. LLC and InspereX LLC served as underwriters for the offering, and the notes are governed by Goldman Sachs' Senior Debt Indenture dated July 16, 2008, as amended.

Interest Payment Schedule and Maturity Details

Investors in the notes will receive annual interest payments on July 20 of each year, commencing July 20, 2027, and continuing through the stated maturity date of July 20, 2046. The announcement states that interest accrues from the original issue date and uses the 30/360 (ISDA) day count convention for calculation purposes. The regular record date for each interest payment will be the day immediately prior to the interest payment date, subject to the following unadjusted business day convention as specified in the documentation.

The notes have a 20-year tenor, providing investors with a long-duration fixed-income instrument. Purchasers acquiring notes after the original issue date will be responsible for paying accrued interest from the original issue date to the settlement date. The filing states that the return on investment will depend in part on the issue price paid for the notes, acknowledging that subsequent market purchases may occur at prices different from par.

Redemption Features and Call Rights

Goldman Sachs retained the option to redeem the notes in whole, but not in part, at its discretion on each redemption date occurring on January 20, April 20, July 20, and October 20 on or after July 20, 2028. The redemption price equals 100% of the outstanding principal amount plus accrued and unpaid interest to, but excluding, the redemption date. The company must provide at least five business days' prior notice to noteholders before exercising its redemption right, giving investors advance warning of potential early redemption.

The quarterly redemption dates provide Goldman Sachs with strategic flexibility in managing its capital structure and interest rate exposure over the 20-year life of the notes. The callable feature is particularly relevant for investors considering the reinvestment risk associated with the notes; if interest rates decline significantly after issuance, Goldman Sachs would have an economic incentive to redeem the notes and refinance at lower rates, potentially limiting upside for investors in a declining rate environment.

Book-Entry Settlement and Depository Trust Arrangements

The disclosure indicates that 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. The sale of the notes will settle in immediately available funds through DTC's clearing system. Investors will not be permitted to withdraw the notes from DTC except in limited situations described in the accompanying prospectus, specifically under "Legal Ownership and Book-Entry Issuance — What Is a Global Security? — Holder's Option to Obtain a Non-Global Security; Special Situations When a Global Security Will Be Terminated."

Investors may hold interests in the master global note through organizations that participate, directly or indirectly, in the DTC system. This book-entry structure is standard for institutional debt offerings and provides for efficient settlement and custody arrangements. Investors holding notes indirectly through DTC participants are subject to the rules and procedures of those intermediaries, and the prospectus notes that special considerations apply to indirect owners regarding legal ownership and record-keeping.

Tax Considerations for U.S. Holders

The filing discloses that, according to the opinion of counsel Sidley Austin LLP, 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, regardless of whether Goldman Sachs exercises its call option. This treatment applies consistently whether the notes are redeemed early by the company or held to maturity. Upon disposition of a note through sale, exchange, redemption, retirement (if Goldman Sachs calls the notes), or other disposition, a U.S. holder will generally recognize a capital gain or loss equal to the difference between the amount realized on disposition (excluding accrued but unpaid interest) and the adjusted tax basis in the note.

The filing notes that Foreign Account Tax Compliance Act (FATCA) withholding may apply to payments on the notes, particularly as a result of the failure of the bank or broker through which investors hold the notes to provide information to tax authorities. Investors are directed to review the discussion under "United States Taxation — Taxation of Debt Securities — Foreign Account Tax Compliance Act (FATCA) Withholding" in the accompanying prospectus for a detailed description of FATCA applicability to payments on the notes. Prospective investors should consult their own tax advisors regarding the specific tax implications of purchasing and holding these notes.

Defeasance Rights and Security Status

The announcement indicates that the notes are subject to both full defeasance and covenant defeasance provisions. Full defeasance allows Goldman Sachs the right to be relieved of all obligations on the notes by placing funds in trust for holders. Covenant defeasance permits the company to be relieved of specified provisions of the notes by placing funds in trust. These defeasance mechanisms provide Goldman Sachs with potential options for managing its debt obligations while protecting noteholders' principal and interest payments through trust arrangements.

The filing explicitly states that the notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation (FDIC) or any other governmental agency. Additionally, the notes are not obligations of, nor are they guaranteed by, a bank. This disclosure clarifies the unsecured nature of the debt and the absence of government insurance protections, distinguishing these instruments from bank deposit products. Investors purchasing these notes are relying on the creditworthiness of The Goldman Sachs Group, Inc. for repayment of principal and interest.

Market-Making and Secondary Market Activities

The disclosure states that Goldman Sachs may use the 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 in the notes after their initial sale. The announcement notes that, unless Goldman Sachs or its agent informs the purchaser otherwise in the confirmation of sale, the prospectus is being used in a market-making transaction. This language indicates that secondary market activity in the notes may occur following the initial offering period.

Goldman Sachs & Co. LLC is identified as the Calculation Agent for the notes, responsible for computing interest payments and other calculations related to the notes' terms. The inclusion of an affiliate as both an underwriter and potential market-maker, combined with its role as calculation agent, reflects common practice in debt offerings by major financial institutions. Investors should be aware of potential conflicts of interest inherent in such arrangements and should review disclosure documents carefully regarding these relationships.

Regulatory Registration and CUSIP Identification

The announcement indicates that the offering was filed pursuant to Rule 424(b)(2) under Registration Statement No. 333-284538. The pricing supplement is designated as Pricing Supplement No. 1,906, dated July 16, 2026, and must be read in conjunction with the prospectus supplement dated February 14, 2025, and the prospectus dated February 14, 2025. The disclosure specifies that information in the pricing supplement supersedes any conflicting information in the accompanying documents and that some terms or features described in the accompanying documents may not apply to these notes.

The notes have been assigned CUSIP number 38151V6K9 and ISIN number US38151V6K95 for identification and trading purposes. The notes are not listed on any exchange but will trade over-the-counter in the secondary market. The filing confirms that neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved the securities or passed upon the accuracy or adequacy of the prospectus, noting that any representation to the contrary would constitute a criminal offense.

Program Structure and Document Hierarchy

The notes are part of The Goldman Sachs Group, Inc.'s Medium-Term Notes, Series N program, a comprehensive debt issuance program that allows the company to offer various debt securities under established terms. The program operates under 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 provides Goldman Sachs with efficient access to capital markets while offering investors a range of debt securities with varying terms and features.

The prospectus framework requires reading the pricing supplement in conjunction with the prospectus supplement and base prospectus, with the pricing supplement taking precedence in case of conflicting information. This tiered documentation approach is standard for debt issuance programs and allows companies to establish baseline terms in the base prospectus and supplement while using specific pricing supplements for individual offerings. Investors are instructed to review all three documents together to obtain a complete understanding of the notes' terms and Goldman Sachs' obligations.