The Goldman Sachs Group, Inc. has announced a new debt offering of fixed rate notes maturing in 2031, priced to offer investors a 4.90% annual interest rate. The notes, issued as part of the company's Medium-Term Notes program, are denominated in U.S. dollars with a minimum denomination of $1,000 and will trade through the DTC book-entry system. The offering represents another capital-raising initiative from the major financial services firm and provides fixed-income investors with an alternative debt security.

Key Points

  • NYSE: GS-PD
  • Goldman Sachs issued fixed rate notes with a stated maturity date of July 31, 2031
  • Interest rate set at 4.90% per annum, with semi-annual payments on January 31 and July 31 each year, beginning January 31, 2027
  • Notes trade through DTC in book-entry form with minimum denominations of $1,000
  • Trade date scheduled for July 29, 2026, with original issue date of July 31, 2026

Goldman Sachs Pricing Structure and Underwriting Terms

The company disclosed key pricing metrics for the notes in its preliminary pricing supplement filed July 16, 2026. The notes are offered at an original issue price, though the filing indicates that the original issue price may vary between a specified percentage and 100% for certain investors, with pricing details to be finalized on the trade date. The company did not disclose the specific principal amount being offered in this preliminary filing, as such terms remain subject to completion and final pricing decisions. The underwriting discount and net proceeds to the issuer were also not specified in the preliminary supplement, pending finalization of offering parameters.

Goldman Sachs & Co. LLC serves as the calculation agent for the notes, responsible for determining interest accruals and managing the mechanical calculations underlying the semi-annual payments. The filing states that Goldman Sachs & Co. LLC or other company affiliates may use the prospectus for market-making transactions in the notes following their initial distribution to investors. The company did not disclose whether the notes would be redeemable at the issuer's option before maturity, indicating this feature is not applicable to the current offering.

Interest Accrual and Payment Mechanics Using 30/360 Day Count Convention

The notes employ the 30/360 (ISDA) day count convention for calculating accrued interest, a method widely used in corporate debt markets. Under this methodology, interest for each period is calculated by multiplying the principal amount by an accrued interest factor, which itself is the product of the per annum interest rate and a day-count factor. The filing provides a detailed formula consistent with Section 4.16(f) of the 2006 ISDA Definitions, with specific provisions for how calendar days and months are counted to determine the precise accrual period. Interest accrues from the original issue date of July 31, 2026, and purchasers receiving notes after that date must pay accrued interest to the issuer.

The company designated the "following unadjusted" business day convention, meaning that if an interest payment date falls on a non-business day, the payment is made on the next business day without adjustment to the interest calculation itself. A business day is defined as any Monday through Friday in New York City on which banking institutions are not authorized or obligated by law, regulation, or executive order to close. This standardized approach provides clarity for investors regarding payment timing and removes uncertainty around holiday schedules or other closures that might affect settlement.

Book-Entry Issuance and Depository Trust Company Registration

All notes will be issued in book-entry form and registered in the name of The Depository Trust Company (DTC) or its nominee, eliminating the need for physical certificates. The notes are represented by a master global note dated July 1, 2020, and the sale will settle in immediately available funds through DTC. This structure streamlines settlement processes and reduces administrative burden for both the issuer and investors. The filing states that investors may hold beneficial interests in the master global note through organizations that participate directly or indirectly in the DTC system, allowing widespread institutional and retail participation.

Withdrawal of notes from DTC is permitted only in limited situations as described in the accompanying prospectus under provisions governing global securities. The filing notes that indirect owners—those holding beneficial interests through DTC participants—should review special legal considerations outlined in the prospectus section titled "Legal Ownership and Book-Entry Issuance". This book-entry approach is standard practice for modern corporate debt offerings and reflects the efficiency demanded by contemporary fixed-income markets.

Senior Debt Indenture and Trustee Arrangement

The notes will be issued under a senior debt indenture dated July 16, 2008, as amended, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, serving as trustee. This indenture provides the contractual framework governing the rights and obligations of the issuer, the trustee, and note holders. The filing makes clear that references to "The Goldman Sachs Group, Inc." in the offering documents mean only the parent company and do not include subsidiaries or affiliates, establishing clear legal boundaries for liability and obligations.

The Bank of New York Mellon's role as trustee includes administering interest payments, monitoring compliance with indenture covenants, and representing noteholders' interests in the event of default or other material developments. The trustee relationship provides investors with a third-party representative to oversee issuer compliance and enforce the terms of the indenture on their behalf. This structure is typical for investment-grade corporate debt and reflects industry standards for protecting creditors' interests.

Defeasance Provisions and Issuer Options

The offering documents disclose that both full defeasance and covenant defeasance options are available to Goldman Sachs regarding the notes. Full defeasance permits the issuer to be relieved of all obligations on the notes by placing sufficient funds in trust for the benefit of holders, effectively allowing early discharge of the debt obligation. Covenant defeasance allows the company to be relieved of specified provisions of the notes by establishing a trust, providing flexibility if the issuer wishes to modify certain non-payment terms while maintaining the underlying debt obligation.

These defeasance provisions, while providing the issuer with optionality, require careful funding and do not eliminate the underlying principal and interest obligations owed to noteholders. Rather, they permit the issuer to substitute Treasury securities or other eligible investments held in trust as the primary security for repayment. Investors should note that defeasance does not require holder consent and represents a contractual right granted to the issuer at the time of issuance. The availability of these provisions reflects market standards for corporate debt instruments and provides the issuer with financial flexibility over the note's five-year tenor.

Supplemental Plan of Distribution and Price Variation

The filing indicates that the original issue price may vary between a specified range and 100% of principal amount for certain investors, with final pricing details to be disclosed in the supplemental plan of distribution. This flexibility allows Goldman Sachs to price notes competitively across different investor categories and market conditions at the time of sale. The company did not disclose the specific price range or allocation methodology in the preliminary supplement, reserving these details for the final pricing document to be issued after trade date.

Goldman Sachs & Co. LLC may offer the notes from time to time for sale in one or more transactions at market prices, prices related to market prices, or at negotiated prices following initial distribution. This flexibility enables the underwriter to support the secondary market for the notes and accommodate investor demand at various price points. The filing notes that unless Goldman Sachs informs a purchaser otherwise in the confirmation of sale, the prospectus should be understood as being used in a market-making transaction rather than a primary offering, particularly relevant for post-issuance trading activity.

CUSIP Identification and Securities Registration Details

The notes have been assigned CUSIP number 38151VA81 and ISIN US38151VA813, standardized identifiers enabling settlement, trading, and regulatory reporting across financial markets. These identifiers facilitate accurate tracking of the securities through clearing systems and allow investors to identify the specific notes they own. The filing states that the notes will not be listed on any securities exchange or interdealer quotation system, meaning they trade through over-the-counter markets rather than through a centralized exchange.

The offering was filed pursuant to Rule 424(b)(2) under the Securities Act of 1933, with the preliminary pricing supplement filed on July 16, 2026, as subject to completion pending final pricing. Registration statement number 333-284538 governs the offering. The company's prospectus and prospectus supplement, both dated February 14, 2025, form the foundational disclosure documents, with this pricing supplement providing specific terms applicable to this particular tranche of notes.

Investor Protections and Risk Considerations

The filing explicitly states that the notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank. This language is required disclosure alerting investors that these securities carry credit risk tied to The Goldman Sachs Group, Inc.'s financial condition and ability to meet its debt obligations. Investors are relying on the issuer's general creditworthiness rather than any deposit insurance, government guarantee, or bank backing.

The filing emphasizes that no Securities and Exchange Commission action or regulatory approval constitutes an endorsement of the securities or a representation regarding their accuracy or adequacy. The company also disclaims responsibility for any information provided by third parties, reserving authorization only for information contained in or incorporated by reference in the official prospectus documents. Investors are instructed to review the comprehensive prospectus materials before making investment decisions, and the filing makes clear that terms described in the pricing supplement supersede any conflicting information in earlier prospectus documents.

Offering Timeline and Settlement Procedures

The notes follow a specific timeline for their issuance and settlement. The trade date is scheduled for July 29, 2026, with the original issue date set for July 31, 2026, and stated maturity date of July 31, 2031, providing a five-year tenor. Interest accruals begin on the original issue date and continue through maturity. The first interest payment is scheduled for January 31, 2027, with subsequent semi-annual payments continuing on January 31 and July 31 of each year through the stated maturity date. Settlement will occur in immediately available funds through DTC, reflecting standard market practice for institutional fixed-income instruments.

The preliminary pricing supplement notation "subject to completion" indicates that certain pricing and structural details remain subject to finalization and inclusion in the final pricing supplement to be issued closer to the trade date. This is standard practice for preliminary prospectus materials and allows flexibility to adjust terms based on final market conditions and investor demand. Investors should expect a final prospectus supplement with all specific pricing, discount, and net proceeds information prior to or concurrent with their investment decision.