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The Goldman Sachs Group, Inc. has unveiled a new debt issuance under its Medium-Term Notes, Series N program, featuring callable fixed rate notes maturing in September 2027. These notes offer a fixed annual interest rate of 4.56% and are scheduled for issuance on August 24, 2026, following a trade date of August 20, 2026. This offering allows investors to gain fixed income exposure to Goldman Sachs debt with an embedded call option available to the issuer.
Key Highlights
- NYSE Ticker: GS-PD
- Goldman Sachs is issuing callable fixed rate notes due September 24, 2027, with a 4.56% fixed coupon per annum
- Expected original issue date: August 24, 2026; interest accrues from this date and is payable at maturity unless redeemed earlier
- Denominated in $1,000 increments and issued in book-entry form via The Depository Trust Company
- Issuer may redeem notes in full (not partially) on the 24th of each month starting February 24, 2027, at par plus accrued interest with a minimum five business days' notice
Interest Rate and Payment Details
The notes carry a fixed annual interest rate of 4.56%, paid annually in arrears. Interest will accrue from the expected original issue date of August 24, 2026, with payment expected on the maturity date of September 24, 2027, unless Goldman Sachs redeems the notes earlier. Interest calculations use the Actual/360 (ISDA) day count convention, a standard in fixed income markets, which determines the precise accrued interest between payments.
Investors acquiring notes after the original issue date must pay accrued interest as part of the purchase price. The pricing supplement notes that the initial price to the public may vary between an undisclosed percentage and 100% for certain investors and excludes accrued interest when applicable. This structure compensates the issuer for the time value of money between issuance and settlement dates for each investor.
Issuer Call Option and Redemption Terms
A key feature is the issuer’s embedded call option. Goldman Sachs may redeem the notes in full (not partially) on the 24th day of each month on or after February 24, 2027, approximately six months into the one-year term. Redemption will be at 100% of principal plus accrued and unpaid interest up to but excluding the redemption date.
This call option introduces reinvestment risk for investors if the notes are redeemed early, especially if interest rates decline. Investors will receive par plus accrued interest but may need to reinvest proceeds at lower rates. The issuer must provide at least five business days’ notice before redemption, giving investors advance warning. This feature benefits Goldman Sachs in a falling rate environment and represents a trade-off for investors accepting potential early redemption in exchange for the stated coupon.
Issuance Schedule and Settlement Process
The offering timeline includes an expected trade date of August 20, 2026, an original issue date of August 24, 2026, and a stated maturity date of September 24, 2027, marking a one-year maturity. The preliminary pricing supplement filed on July 23, 2026, remains subject to finalization with a final pricing supplement anticipated in August 2026.
Settlement will occur via The Depository Trust Company (DTC) using immediately available funds. Notes will be issued in book-entry form as a master global note registered to DTC or its nominee, eliminating physical certificates. Denominations are in $1,000 principal amounts and integral multiples thereof, defining minimum investment and increments.
U.S. Federal Tax Implications
The pricing supplement addresses U.S. federal income tax consequences related to original issue discount (OID). Per Sidley Austin LLP’s opinion, the notes contain more than a de minimis amount of OID for tax purposes, requiring U.S. holders to include OID income as it accrues using a constant yield method, despite receiving only one interest payment at maturity.
Upon sale, exchange, redemption, or retirement (including call redemption), U.S. holders typically recognize capital gain or loss based on the difference between proceeds and adjusted tax basis. The filing also mentions Foreign Account Tax Compliance Act (FATCA) withholding provisions that may apply if required information is not provided by intermediaries. Investors should seek tax advice tailored to their circumstances.
Defeasance and Investor Safeguards
The notes include full and covenant defeasance provisions, allowing Goldman Sachs to discharge obligations by placing funds in trust. Full defeasance relieves all obligations, while covenant defeasance relieves specific provisions. These mechanisms provide issuer flexibility while protecting investors through trust arrangements.
The filing clarifies these notes are not bank deposits, are not FDIC insured, and are not guaranteed by any bank. They are direct obligations of The Goldman Sachs Group, Inc., with investor remedies limited to those under the debt indenture and applicable law.
Legal Framework and Program Details
These notes are issued under Goldman Sachs’ Medium-Term Notes, Series N program, governed by a Senior Debt Indenture dated July 16, 2008, as amended, with The Bank of New York Mellon as trustee. The pricing supplement supplements a prospectus and prospectus supplement dated February 14, 2025, which set forth general terms and procedures for the program.
References to "we," "our," and "us" apply solely to the parent company, excluding subsidiaries or affiliates. Holders, per indenture, refer to DTC or its nominee, not beneficial owners through DTC participants. This structure supports book-entry trading and clear legal payment obligations.
Underwriting and Distribution Information
Goldman Sachs & Co. LLC will act as calculation agent, handling interest and other computations. Goldman Sachs will use the prospectus for initial sales, and affiliates may use it for market-making post-offering. Prospectuses provided after initial sale typically relate to market-making transactions unless otherwise stated.
Underwriting discounts and net proceeds will be detailed in the final pricing supplement. Underwriters may offer notes at initial prices or at market or negotiated prices over time, reflecting typical medium-term note program distribution flexibility.
Security Identifiers and Book-Entry Details
The notes carry CUSIP 38151VAJ7 and ISIN US38151VAJ70, standard identifiers for U.S. and international securities markets. No exchange listing is planned; trading will occur OTC among qualified institutional investors.
Issued in book-entry form, represented by a master global note held by DTC, investors hold interests via DTC participants such as brokers or custodians. This electronic system streamlines settlement and reduces costs. The prospectus outlines limited scenarios for obtaining physical certificates.
Market Impact and Investor Guidance
The offering’s immediate effect on Goldman Sachs’ share price is unclear, as these notes represent debt obligations separate from equity. The issuance provides one-year term funding at a 4.56% coupon. The callable feature allows Goldman Sachs to refinance if market rates decline during the term.
Prospective investors should assess the notes considering current interest rates, financial sector credit spreads, and personal liquidity and return goals. The fixed coupon and one-year maturity offer predictable cash flows, but the call option introduces early redemption risk. Reviewing all prospectus materials and consulting financial advisors is recommended before investing.
