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The Goldman Sachs Group, Inc. has revealed plans to issue Callable Fixed Rate Notes maturing in 2030 under its Medium-Term Notes, Series N program, featuring a 5.00% annual interest rate. Scheduled for issuance on July 31, 2026, these notes provide Goldman Sachs with flexible debt financing options via embedded call provisions exercisable starting January 31, 2027. This issuance marks a significant capital market transaction for the diversified financial institution as it strategically manages its debt portfolio amid the prevailing interest rate environment.
Key Points
- NYSE ticker: GS-PD
- Goldman Sachs launches callable fixed rate notes with a 5.00% annual coupon and maturity on January 31, 2030
- Expected issuance date: July 31, 2026; callable quarterly from January 31, 2027 at par plus accrued interest
- Notes identified by CUSIP 38151VAC2 and issued in book-entry form via The Depository Trust Company
Debt Offering Structure and Maturity Details
The notes constitute a fixed rate debt instrument with a defined maturity and issuer redemption flexibility. Goldman Sachs structured the notes to mature on January 31, 2030, approximately 3.5 years after the anticipated issue date of July 31, 2026. Issuance will be in denominations of $1,000 and integral multiples thereof, catering to diverse investor portfolios and strategies. Interest accrues from the issue date through maturity using the 30/360 day count convention, ensuring consistent interest calculations throughout the notes' lifecycle.
Interest payments will be distributed semi-annually on January 31 and July 31 each year, commencing January 31, 2027. This payment schedule aligns with institutional debt market norms, providing investors with predictable income streams. Regular record dates for interest payments will be the business day preceding each payment date, facilitating orderly processing via The Depository Trust Company's book-entry system.
Coupon Rate and Interest Payment Details
Goldman Sachs set a fixed 5.00% annual coupon rate for these callable notes, payable consistently from issuance until maturity or earlier redemption. Interest calculations follow the 30/360 ISDA day count convention, a standard in the debt markets treating each month as 30 days and each year as 360 days.
Purchasers acquiring notes post-issuance will remit accrued interest from the original issue date through the delivery date, ensuring fair compensation for the time value of money. The filing does not specify the total principal amount offered, indicating it is subject to finalization. Goldman Sachs & Co. LLC will serve as the calculation agent, managing interest computations and distributions.
Issuer Redemption Rights and Call Features
The notes include embedded call options granting Goldman Sachs the right to redeem the entire principal amount on specified quarterly dates—January 31, April 30, July 31, and October 31—starting January 31, 2027. Redemption will occur at par plus accrued and unpaid interest, providing the issuer with flexibility to manage its debt profile effectively. The company must provide holders at least five business days’ advance notice before any redemption, aligning with market conventions and offering transparency.
This callable feature introduces reinvestment risk for investors, as early redemption may require reinvesting proceeds at potentially lower prevailing rates. Investors should consider this risk when evaluating the notes.
Tax Implications and Withholding Information
According to counsel from Sidley Austin LLP, interest payments on the notes will be taxable to U.S. holders as ordinary income when accrued or received, consistent with their tax accounting methods. Early redemption does not alter this tax treatment. Upon disposition—including sale, exchange, or redemption—U.S. holders generally recognize capital gains or losses based on the difference between the amount realized and their adjusted basis, excluding accrued interest which is taxed separately as ordinary income.
The prospectus supplement also highlights potential Foreign Account Tax Compliance Act (FATCA) withholding requirements, particularly if intermediaries fail to provide necessary information to tax authorities. Investors are advised to consult the accompanying prospectus for detailed FATCA provisions and their impact.
Book-Entry Issuance and Ownership Structure
The notes will be issued in book-entry form, represented by a master global note registered to The Depository Trust Company (DTC) or its nominee, eliminating physical certificates. Settlements will be processed through DTC’s system using immediately available funds, streamlining transactions for institutional investors.
References to "holders" pertain to DTC or its nominee, not beneficial owners holding interests through DTC participants. Investors purchasing through broker-dealers will hold beneficial interests rather than direct ownership. The prospectus supplement directs readers to the "Legal Ownership and Book-Entry Issuance" section for comprehensive details on ownership rights and procedures.
Registration and Prospectus Documentation
These notes are issued under Goldman Sachs' Medium-Term Notes, Series N program, registered with the SEC under number 333-284538. The pricing supplement dated July 21, 2026, should be read alongside the prospectus supplement and prospectus both dated February 14, 2025, to fully understand the terms, conditions, and risks associated with this offering.
The pricing supplement supersedes conflicting information in the prospectus documents. The notes are governed by Goldman Sachs' Senior Debt Indenture dated July 16, 2008, as amended, with The Bank of New York Mellon as trustee. Investors should carefully review the pricing supplement as some prospectus features may not apply to these notes.
Trading Identifiers and Market Information
The notes carry CUSIP 38151VAC2 and ISIN US38151VAC28 for identification in domestic and international markets. They are not listed on any securities exchange and will trade over-the-counter. Goldman Sachs & Co. LLC is the calculation agent responsible for interest and administrative calculations. The prospectus may be used by Goldman Sachs or affiliates for initial sales and subsequent market-making activities.
Defeasance and FDIC Insurance Disclaimers
The prospectus supplement confirms that full and covenant defeasance provisions apply, allowing Goldman Sachs to discharge obligations by placing funds in trust. These mechanisms offer alternative liability management options and potential credit protections for holders.
Importantly, the notes are not bank deposits, are not insured by the FDIC or any governmental agency, nor guaranteed by any bank. They represent unsecured corporate debt obligations of Goldman Sachs, subject to its credit risk without deposit insurance protection.
Pricing and Underwriting Details
The initial public offering price may range up to 100% of principal for certain investors, with final pricing and underwriting discounts subject to completion. Accrued interest is excluded from the initial price and payable by purchasers acquiring notes after issuance. Underwriters may sell notes at prevailing market or negotiated prices post-offering, supporting liquidity.
Investment returns depend on purchase price relative to principal. Goldman Sachs & Co. LLC acts as the primary underwriter, facilitating distribution to institutional and qualified investors.
Regulatory Status and SEC Filing Information
The pricing supplement was filed under Rule 424(b)(2) of the Securities Act of 1933. It is preliminary and may be amended. Neither the SEC nor any regulator has approved or disapproved the securities or verified the accuracy of the prospectus. The supplement is not an offer in jurisdictions where prohibited.
Dated July 21, 2026, the supplement is subject to completion. Final offering terms, including principal amount, underwriting compensation, and pricing, will be disclosed in the final pricing supplement filed with the SEC prior to trading commencement.
