Goldman Sachs Launches 10-Year Callable Fixed Rate Notes at 5.60% Annual Coupon

Debt Instrument Structure and Maturity Profile

The Goldman Sachs Group, Inc. is offering a ten-year fixed rate debt security structured as part of its Medium-Term Notes, Series N program. The notes carry a specified maturity date of July 16, 2036, providing investors with a defined ten-year investment horizon from the expected original issue date of July 31, 2026. The instrument is denominated in U.S. dollars and available in denominations of $1,000 and integral multiples of $1,000 in excess thereof, offering flexibility for institutional and individual investors seeking fixed income exposure.

These notes are governed by the company's Senior Debt Indenture dated July 16, 2008, as amended, with The Bank of New York Mellon serving as trustee. The offering represents a segment of Goldman Sachs' broader debt capital program and reflects the financial institution's approach to managing its liability structure. The notes will be issued in book-entry form, registered in the name of DTC or its nominee, eliminating the need for physical certificate delivery and streamlining settlement procedures for all market participants.

Interest Payment Terms and Coupon Structure

Holders of the notes will receive annual interest payments at a fixed rate of 5.60% per annum, calculated using a 30/360 day count convention under ISDA standards. Interest accrues from the original issue date of July 31, 2026, and will be paid on each interest payment date, expected to occur on the last calendar day of July of each year and on the stated maturity date. The first interest payment is anticipated on July 31, 2027, with subsequent payments continuing through the maturity date of July 16, 2036. The record date for each interest payment will be the day immediately prior to the payment date, adjusted under a following business day convention.

Purchasers acquiring notes after the original issue date will be required to pay accrued interest to the seller, as interest begins accruing from the issue date regardless of settlement timing. This mechanism ensures that interest accruals are properly allocated between buyer and seller based on the actual holding period. The 5.60% coupon rate was established as part of the preliminary pricing terms, though the company noted in the prospectus supplement that the initial price to public may vary between a disclosed percentage and 100% for certain investors, potentially affecting the effective yield depending on purchase price.

Redemption Options and Call Provisions

The Goldman Sachs Group, Inc. has retained the right to redeem the notes at its option, exercisable beginning January 31, 2028, and on each subsequent redemption date expected to fall on the last calendar day of January, April, July, and October thereafter. The redemption may be exercised in whole but not in part, meaning the company cannot selectively redeem a portion of the outstanding notes. Upon exercising the redemption right, Goldman Sachs must provide noteholders with at least five business days' prior written notice, allowing investors time to assess the implications of early redemption.

The redemption price equals 100% of the outstanding principal amount plus all accrued and unpaid interest calculated through but excluding the redemption date. This pricing structure protects investors by ensuring they receive full principal recovery plus all earned but unpaid interest, eliminating any principal discount upon call. The redemption optionality provides Goldman Sachs with flexibility to manage its debt portfolio in response to changing interest rate environments or refinancing opportunities, though investors should recognize that early redemption would terminate their access to the 5.60% coupon payments at that point in time.

Tax Treatment and Investor Considerations

According to the legal opinion of Sidley Austin LLP, interest payments on the notes will be taxable to U.S. holders as ordinary interest income at the time such interest accrues or is received, depending on each holder's standard method of accounting for federal income tax purposes. This treatment applies regardless of whether Goldman Sachs exercises its redemption option or allows the notes to mature at par. Upon disposition of the notes through sale, exchange, redemption, maturity, or any other means, U.S. holders will generally recognize capital gain or loss equal to the difference between the amount realized and their adjusted tax basis in the instrument, excluding amounts attributable to accrued but unpaid interest.

The notes are subject to Foreign Account Tax Compliance Act (FATCA) withholding rules, which may apply to payments made on the securities if certain information is not provided to tax authorities by the bank or broker through which the notes are held. Prospective investors should review the detailed FATCA discussion included in the accompanying prospectus before making a purchase decision. Additionally, the notes are not bank deposits and carry no Federal Deposit Insurance Corporation protection or guarantee from any banking institution, distinguishing them from insured deposit products and placing them in the unsecured debt category of Goldman Sachs' liability structure.

Settlement and Book-Entry Issuance Mechanics

The notes will settle in immediately available funds through the book-entry system administered by The Depository Trust Company, with a trade date expected on July 29, 2026, and the original issue date expected on July 31, 2026. DTC will maintain a master global note in its name as registered owner, with individual investors holding beneficial interests through DTC participants rather than holding physical certificates. This arrangement streamlines ownership transfer, dividend processing, and redemption procedures while reducing administrative burden and settlement risk for all parties involved in secondary market trading.

Investors acquiring notes through DTC participants should note that they will not receive a physical note certificate but instead will hold beneficial interests recorded in book-entry form. Special considerations apply to indirect owners holding interests through DTC participants, as discussed in the accompanying prospectus section titled "Legal Ownership and Book-Entry Issuance." Goldman Sachs & Co. LLC serves as the Calculation Agent responsible for determining interest payments and redemption amounts in accordance with the terms specified in the pricing supplement and indenture documents.

Medium-Term Notes Program and Governance Framework

These callable notes are part of The Goldman Sachs Group, Inc.'s Medium-Term Notes, Series N program, a flexible debt issuance platform governed by the Senior Debt Indenture between Goldman Sachs and The Bank of New York Mellon as trustee, effective July 16, 2008, as amended. The Medium-Term Notes program allows Goldman Sachs to issue debt securities with varying maturities, coupon structures, and redemption features, providing the company with efficient access to debt capital markets and offering investors a range of fixed income options tailored to different investment objectives. The program's governance structure establishes clear rights and obligations for both the issuer and note holders, with amendments to the base indenture incorporated by reference through the prospectus supplement dated February 14, 2025.

The prospectus supplement and prospectus, both dated February 14, 2025, form part of the disclosure materials accompanying this pricing supplement and should be read in conjunction with the terms described herein. In cases where information in the pricing supplement conflicts with information in the accompanying prospectus documents, the terms stated in the pricing supplement control and supersede any conflicting provisions. Some features or terms described in the broader prospectus materials may not apply to this specific note series, making it essential for investors to review all related documents to understand the complete rights and obligations associated with their investment.

Underwriting, Distribution, and Market-Making Arrangements

Goldman Sachs & Co. LLC and InspereX LLC are identified as underwriters for the initial distribution of the notes, with Goldman Sachs retaining the right to use this prospectus in connection with the initial sale to investors. Following the initial offering period, Goldman Sachs & Co. LLC or other Goldman Sachs affiliates may use this prospectus to facilitate market-making transactions in the notes in the secondary market, establishing bid and ask prices and providing liquidity for investors wishing to buy or sell positions before maturity. The preliminary pricing supplement notes that the initial price to public may vary between a specified percentage and 100% for certain investors, as detailed in the "Supplemental Plan of Distribution" section of the document.

In addition to offerings at the fixed initial price to public, underwriters are authorized to offer notes at various other prices determined by prevailing market conditions, prices related to market prices, or prices negotiated directly with customers. This flexibility allows the underwriting syndicate to adjust pricing and distribution strategy based on real-time market demand and investor appetite. Unless Goldman Sachs or its agent explicitly informs a purchaser otherwise in the confirmation of sale, any prospectus usage in connection with a transaction should be understood as relating to a market-making transaction rather than an initial primary offering.

Investor Protections and Defeasance Provisions

The notes include full defeasance and covenant defeasance provisions, granting Goldman Sachs the option to relieve itself of all obligations on the notes or of specified covenants by placing funds in trust for note holders. Full defeasance allows the company to be released from its entire obligation to pay principal and interest if sufficient funds are deposited in trust to cover all future payments. Covenant defeasance permits Goldman Sachs to be relieved of certain restrictive covenants while remaining obligated to make principal and interest payments, provided that funds are placed in trust to cover these obligations. These provisions provide Goldman Sachs with additional financial flexibility while maintaining investor protections through trust arrangements.

The CUSIP number for the notes is 38151VA24, and the ISIN number is US38151VA243, facilitating identification and trading in both domestic and international markets. These standardized identifiers enable market participants to efficiently execute trades, process settlements, and maintain accurate records of note ownership and transactions. The notes are not eligible for listing on any exchange, meaning they will trade exclusively in the over-the-counter debt market through dealer networks and electronic trading platforms.

Prospectus Content Integration and Document Hierarchy

This pricing supplement must be read in conjunction with the accompanying prospectus dated February 14, 2025, and the prospectus supplement also dated February 14, 2025, as these documents collectively establish the complete terms and conditions applicable to the notes. The pricing supplement constitutes a supplement to the broader prospectus materials and provides specific terms that apply uniquely to this note series. In situations where information presented in this pricing supplement differs from information contained in the accompanying prospectus or prospectus supplement, the terms stated in this pricing supplement take precedence and control the interpretation of note provisions.

Certain terms used in this pricing supplement are defined in the accompanying prospectus or prospectus supplement documents. Prospective investors should carefully review all related documents to ensure complete understanding of the notes' terms, features, risks, and tax implications before committing capital. The company did not disclose the aggregate principal amount of notes to be issued in the pricing supplement, indicating that this detail may be determined at a later stage of the offering process or may be left flexible based on investor demand.