Goldman Sachs Prices Callable Fixed Rate Notes Due 2041 at 5.90% Annual Interest

Interest Payment Structure and Maturity Timeline

Goldman Sachs will pay investors interest on the notes at a fixed rate of 5.90% per annum, calculated from the original issue date through the stated maturity date. Interest payments are expected to be distributed on the last calendar day of July each year, with the first payment scheduled for July 31, 2027, and subsequent payments continuing annually through the maturity date of July 16, 2041. This fifteen-year maturity structure provides investors with a defined income stream extending well into the 2040s.

The company utilizes a 30/360 day count convention (ISDA standard) for calculating interest accrual, with regular record dates established as the business day immediately prior to each interest payment date. Interest payments follow a following unadjusted business day convention, meaning that if a scheduled payment date falls on a non-business day, the payment will be made on the next business day without adjustment to the interest calculation. The first interest payment to noteholders is not expected until July 31, 2027, providing approximately one year of accrual from the July 31, 2026 issue date.

Call Feature and Early Redemption Rights

Goldman Sachs has retained the right to redeem the notes at its option beginning January 31, 2029, with redemption dates occurring on the last calendar day of January, April, July, and October thereafter. When exercising this call right, the company must provide noteholders with at least five business days' prior notice and will redeem the notes in their entirety (whole but not in part) at a price equal to 100% of the outstanding principal amount plus all accrued and unpaid interest through the redemption date. This call feature gives Goldman Sachs flexibility to refinance its debt obligations if market conditions become favorable, though investors face the risk of notes being redeemed before maturity.

The redemption structure protects investors to some extent by ensuring they receive full principal plus accrued interest at the redemption price, with no discount or penalty applied to principal. However, investors reinvesting redemption proceeds in a lower interest rate environment would face reduced yield going forward. The earliest redemption opportunity on January 31, 2029 means investors have a minimum holding period of approximately 2.5 years before the company can exercise its call option, providing some certainty of income during the initial years of the investment.

Security Designation and Legal Documentation

The notes are designated as part of The Goldman Sachs Group, Inc.'s Medium-Term Notes, Series N program, 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 preliminary pricing document indicates this is a supplement to the prospectus dated February 14, 2025, and the prospectus supplement also dated February 14, 2025. Where any terms in this pricing update conflict with those documents, the terms disclosed in the pricing supplement control the specific features of this note series.

The notes have been assigned a CUSIP number of 38151VA65 and an ISIN number of US38151VA656, allowing for standardized identification and trading in secondary markets. Goldman Sachs & Co. LLC has been designated as the calculation agent responsible for determining interest calculations and other computational matters related to the notes. 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), eliminating the need for physical certificates and facilitating electronic settlement and transfer among market participants.

Tax Treatment for U.S. Investors

According to the opinion provided by Sidley Austin LLP, interest paid on the notes will be taxable to U.S. holders as ordinary interest income in the taxable year the interest accrues or is received, depending on the U.S. holder's accounting method for tax purposes. This treatment applies regardless of whether Goldman Sachs exercises its redemption right, meaning investors cannot treat interest differently based on potential early redemption scenarios. The taxability of the coupon payments occurs annually as interest is paid on each interest payment date.

When a U.S. holder disposes of a note through sale, exchange, redemption, retirement, or any other means, the investor will generally recognize capital gain or loss equal to the difference between the amount received upon disposition and the adjusted tax basis in the note. Any gain or loss calculation excludes amounts attributable to accrued but unpaid interest, which continue to be treated as ordinary interest income. Investors should consult with qualified tax advisors to understand the specific tax implications based on their individual circumstances and holding periods.

Defeasance and Credit Enhancement Provisions

The notes include defeasance provisions that provide Goldman Sachs with the option to be relieved of its payment obligations under specific circumstances. Full defeasance allows the company to satisfy its obligations on the notes by placing funds in trust for noteholders, effectively substituting the creditworthiness of the trust assets for that of the issuer. Additionally, covenant defeasance permits Goldman Sachs to be relieved of specified covenants and other provisions of the notes while maintaining payment obligations, also through the placement of funds in trust for noteholders.

These defeasance mechanisms provide potential flexibility for the issuer to manage its debt portfolio while providing noteholders with an alternative source of payment security in the form of trust assets. The availability of both full and covenant defeasance options represents a standard feature in investment-grade corporate debt and may affect the notes' trading behavior in secondary markets, particularly in scenarios where the company's credit profile might change materially or when market conditions shift significantly during the fifteen-year holding period.

Offering Details and Distribution Structure

The filing indicates this is a preliminary pricing supplement subject to completion, dated July 16, 2026, with the specific pricing information and offering size to be finalized in a subsequent definitive supplement. The document notes that initial prices to the public may vary between an undisclosed percentage and 100% for certain investors, with details provided under a "Supplemental Plan of Distribution" section. Beyond the initial public offering price, underwriters retain the right to offer notes in secondary market transactions at prevailing market prices, at prices related to market prices, or at negotiated prices.

The return on the investment will depend partly on the issue price paid by investors, with the document noting that the initial price to public stated does not include accrued interest if notes are delivered after the original issue date of July 31, 2026. Purchasers who acquire notes after the original issue date must pay the seller accrued interest from July 31, 2026 through the delivery date. Goldman Sachs has indicated it may use the prospectus in initial sales, while Goldman Sachs & Co. LLC and other affiliates may use the prospectus in subsequent market-making transactions, providing ongoing liquidity in secondary markets.

Book-Entry Settlement and DTC Registration

The notes will be issued exclusively in book-entry form, eliminating physical certificates and streamlining the settlement process for investors. The master global note will be registered in the name of The Depository Trust Company (DTC), or its nominee, with the sale of notes settling in immediately available funds. This centralized registration structure means beneficial owners of the notes do not hold direct title to the securities but instead maintain ownership interests through DTC participants, such as banks and brokers, which maintain accounts at DTC.

Investors holding notes through DTC participants should review the section on "Legal Ownership and Book-Entry Issuance" in the accompanying prospectus to understand their rights and the mechanics of beneficial ownership. The book-entry system facilitates efficient transfer, settlement, and custody of the notes while reducing administrative burdens associated with physical security management. Interest payments and redemption proceeds will be transmitted through the DTC system to the appropriate custodians and noteholders based on their account registrations.

Absence of Deposit Insurance and Regulatory Approvals

The notes are explicitly not bank deposits and are not insured by the Federal Deposit Insurance Corporation (FDIC) or any other governmental agency. Furthermore, the notes do not represent obligations of, or guarantees by, any bank, meaning investors' recovery is dependent solely on Goldman Sachs' ability and willingness to meet its payment obligations. Unlike deposit accounts at banking institutions, these notes are unsecured debt obligations of The Goldman Sachs Group, Inc., placing investors in the category of general unsecured creditors.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved the notes or passed upon the accuracy or adequacy of the prospectus materials, as disclosed in the pricing supplement. Any representation to the contrary would constitute a criminal offense under securities law. Investors should recognize that the regulatory framework governing the issuance and trading of these notes does not provide the same protections afforded to bank deposits, including FDIC insurance, and that investment decisions should be made with full understanding of the credit risk associated with The Goldman Sachs Group, Inc.

Foreign Account Tax Compliance Act Withholding Considerations

The preliminary pricing supplement alerts investors that Foreign Account Tax Compliance Act (FATCA) withholding may apply to payments on the notes, including payments that result from the failure of the bank or broker through which notes are held to provide required information to tax authorities. Payments on debt securities issued by U.S. corporations are generally subject to FATCA withholding obligations at a 30% rate unless the payee provides appropriate documentation establishing exemption from withholding. The document directs investors to review the detailed FATCA discussion contained in the accompanying prospectus under "United States Taxation — Taxation of Debt Securities — Foreign Account Tax Compliance Act (FATCA) Withholding."

For individual investors holding notes directly, FATCA withholding is less likely to apply provided appropriate documentation is maintained with the custodian. However, for non-U.S. investors or investors holding notes through intermediaries that fail to report required information, FATCA withholding could reduce the net proceeds from interest payments. The responsibility for ensuring compliance with FATCA documentation requirements falls on both investors and their custodians, making it essential for noteholders to maintain current tax documentation and verify that their custodial arrangements include appropriate FATCA compliance procedures.