Goldman Sachs Issues $2 Billion Fixed Rate Notes Due 2038 at 5.25% Annual Interest

Debt Offering Structure and Principal Terms

The Goldman Sachs Group issued notes with a principal amount of $2 billion, denominated in U.S. dollars with minimum denominations of $1,000 and integral multiples thereof. The notes are classified as senior unsecured fixed rate debt securities and represent obligations of The Goldman Sachs Group, Inc. The pricing supplement indicates these notes were issued under the company's Medium-Term Notes, Series N program, building on the senior debt indenture dated July 16, 2008, as amended, with The Bank of New York Mellon serving as trustee.

The notes were offered at 100 percent of the principal amount, with net proceeds to the issuer calculated at 98.25 percent of principal after application of the 1.75 percent underwriting discount. Investors purchasing the notes after the original issue date would be responsible for accrued interest from the original issue date. Goldman Sachs & Co. LLC serves as the calculation agent for the notes and may engage in market-making transactions in the instruments after their initial distribution.

Interest Payment Structure and Coupon Rate Details

The notes carry a fixed coupon rate of 5.25 percent per annum, with interest accruing from the original issue date of July 23, 2026 through the stated maturity date of July 23, 2038. Interest payments are scheduled for the 23rd day of July of each year, beginning on July 23, 2027 and continuing through the maturity date. The company will calculate accrued interest using the 30/360 (ISDA) day count convention, a standard methodology published by the International Swaps and Derivatives Association, applied to each interest period.

The calculation methodology multiplies the principal amount by an accrued interest factor specific to each interest period. This accrued interest factor is determined by multiplying the annual interest rate by a factor derived from the 30/360 convention, which establishes the number of days in an interest period divided by 360. Record dates for interest payments fall on the day immediately prior to each interest payment date, following what the disclosure identifies as the "following unadjusted" business day convention. Regular business days exclude Saturdays, Sundays, and dates when banking institutions in New York City are obligated to close.

Issuance and Settlement Through Depository Systems

The notes will be issued exclusively in book-entry form, represented by a master global note registered in the name of the Depository Trust Company or its nominee. This settlement structure allows the notes to settle in immediately available funds through DTC's systems, streamlining transactions among institutional investors. Individual investors cannot directly withdraw notes from DTC except under limited circumstances described in the accompanying prospectus, including situations related to termination of global security status.

Beneficial owners of the notes will hold their interests through DTC participants, either directly or indirectly, rather than owning physical certificates. The disclosure indicates the master global note is dated July 1, 2020. Investors should review the specific provisions of the prospectus regarding legal ownership and book-entry issuance mechanics to understand their rights and the mechanics of transferring positions in these notes through the DTC system.

Risk Characteristics and Insurance Coverage

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 also are not obligations of or guaranteed by any bank, despite being issued by a major financial institution. This characterization is important for investors assessing the credit risk profile of the investment, as the notes represent unsecured senior debt obligations of The Goldman Sachs Group itself.

The notes are general obligations of the issuer and rank pari passu with other unsecured senior debt of The Goldman Sachs Group. Investors in these notes depend on the creditworthiness and financial condition of the parent company for repayment of principal and interest. The offering documents do not provide specific information about ratings assigned to these notes by rating agencies, though such information may be available through other sources.

Redemption and Defeasance Provisions

The disclosure indicates that redemption at the option of the issuer before the stated maturity date is not applicable to these notes. Goldman Sachs does not retain the right to call or redeem the notes early at its discretion, meaning investors will hold the notes to maturity unless they sell them in the secondary market. This structure provides investors with certainty regarding the maturity date and the duration of the investment.

However, the notes do permit both full defeasance and covenant defeasance, allowing Goldman Sachs the contractual right to be relieved of all obligations or specified provisions of the notes by placing funds in trust for the holders. The detailed terms and conditions governing these defeasance mechanisms are contained in the section titled "Description of Debt Securities We May Offer – Defeasance and Covenant Defeasance" in the accompanying prospectus. Investors should review these provisions to understand the potential mechanisms by which the issuer could alter its obligations.

Company Background and Debt Program Context

The Goldman Sachs Group, Inc. is a major global investment banking, securities, and investment management firm. The company operates across multiple business segments including investment banking, trading, and asset management. This debt issuance represents part of the company's ongoing capital management and financing activities, utilizing its Medium-Term Notes program to access the fixed income markets and raise capital for corporate purposes.

The senior debt indenture under which these notes are issued dates to July 16, 2008, demonstrating that this debt program has been in place for an extended period. The prospectus supplement and prospectus dated February 14, 2025 provide additional context regarding Goldman Sachs' debt securities programs and the terms applicable to notes issued under this framework. These are controlling documents for understanding the complete terms and conditions of the notes.

Regulatory Status and Disclosure Considerations

The company filed this offering under Rule 424(b)(2) with the Securities and Exchange Commission, indicating this represents a definitive prospectus for an already-effective registration statement (No. 333-284538). The disclosure notes 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. The company explicitly states that any representation to the contrary would constitute a criminal offense.

Goldman Sachs retained the right to use this prospectus for secondary market transactions, noting that Goldman Sachs & Co. LLC or other affiliates may use the prospectus in market-making transactions in the notes after their initial sale. Unless otherwise specified in a sale confirmation, the prospectus may be used in market-making rather than new offering transactions. The information contained in the pricing supplement and accompanying documents is current only as of the respective dates of those documents.

Tax Implications and Investor Considerations

The disclosure references supplemental discussion of U.S. federal income tax consequences and directs investors to sections titled "United States Taxation" in the accompanying prospectus supplement and prospectus. The company emphasizes that investors should carefully consider the tax consequences of purchasing, holding, and disposing of the notes. The specific tax treatment will depend on individual circumstances, the investor's tax status, and the timing of purchase and sale relative to interest payment dates.

The prospectus supplements the tax discussion with additional detail beyond what appears in the pricing supplement. Investors should review these comprehensive tax sections before investing, as the tax consequences may materially affect the after-tax returns on the investment. Certain investors, particularly those in tax-advantaged accounts or subject to specific tax regimes, may face different tax outcomes than others.

Market Access and Secondary Trading Considerations

The notes will not be listed on any securities exchange or interdealer quotation system, meaning there is no guaranteed venue for trading the securities after issuance. However, Goldman Sachs & Co. LLC and its affiliates may offer to make markets in the notes post-issuance, potentially providing some liquidity for investors seeking to sell their positions. The company notes that in addition to initial sales at the original issue price, underwriters may offer notes at market prices or negotiated prices in subsequent transactions.

Investors interested in purchasing notes should understand that liquidity may depend on Goldman Sachs' willingness to quote bid and ask prices for secondary market transactions. The absence of exchange listing means investors cannot rely on public price quotations or standardized bid-ask spreads typical of exchange-traded securities. Investment decisions should account for the potential difficulty of exiting positions, particularly if Goldman Sachs declines to make markets or market conditions deteriorate.