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The Goldman Sachs Group, Inc. has announced the issuance of $8,000,000 in callable fixed rate notes maturing on July 21, 2031, as detailed in a pricing supplement filed on July 21, 2026. These notes offer a 5.125% annual coupon paid semiannually and were initially priced at 100% of the principal. Goldman Sachs holds the right to redeem the notes in full starting July 21, 2028, making this a callable debt instrument that provides investors with a fixed income stream subject to call risk.
Key Highlights
- NYSE Ticker: GS-PD
- Goldman Sachs issued $8 million in callable fixed rate notes with a 5.125% annual coupon and a five-year maturity period
- Original issue date: July 21, 2026; maturity date: July 21, 2031; underwriting discount of 0.80% ($64,000); net proceeds to Goldman Sachs of $7,936,000 before expenses
- Callable quarterly at issuer’s option beginning July 21, 2028, at par plus accrued interest; interest payments start January 21, 2027
Debt Offering Structure and Pricing Details
Goldman Sachs structured this debt issuance under its 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 acting as trustee. The notes were priced on July 17, 2026, with the original issue date set for July 21, 2026. The total authorized principal amount for this offering is $8,000,000, with denominations in $1,000 increments and multiples thereof.
Goldman Sachs & Co. LLC served as both calculation agent and underwriter. The initial public offering price was set at 100% of principal, totaling $8,000,000. Underwriters received an 0.80% discount amounting to $64,000, resulting in net proceeds of $7,936,000 to Goldman Sachs before expenses. Purchasers acquiring notes after the original issue date are required to pay accrued interest, and underwriters retain the option to offer notes at varying prices in subsequent market transactions.
Interest Payment Terms and Coupon Rate
The notes carry a fixed coupon rate of 5.125% per annum, calculated using a 30/360 day-count convention under ISDA standards. Interest accrues from the issue date of July 21, 2026, through maturity on July 21, 2031. Semiannual interest payments are scheduled for January 21 and July 21 each year, with the first payment on January 21, 2027, continuing through maturity.
The record date for interest payments is the business day immediately preceding each payment date, following the unadjusted business day convention. Business days are defined as Monday through Friday excluding days when New York City banking institutions are closed by law, regulation, or executive order. This schedule ensures consistent cash flow for investors aligned with standard fixed income market practices.
Embedded Call Option and Redemption Terms
A key feature of these notes is Goldman Sachs’ embedded call option, permitting the issuer to redeem the notes in full on a quarterly basis starting July 21, 2028. Subsequent call dates occur on January 21, April 21, July 21, and October 21 annually through maturity. The notes are callable only in whole amounts, not partially.
The redemption price is 100% of principal plus accrued and unpaid interest up to but excluding the redemption date. Goldman Sachs must provide at least five business days’ prior notice before exercising the call. This call option introduces call risk, as early redemption is more likely if market interest rates fall significantly below the 5.125% coupon, potentially requiring investors to reinvest at lower yields.
U.S. Federal Income Tax Considerations
Legal counsel Sidley Austin LLP provided an opinion on the U.S. federal income tax treatment of the notes. Interest accrued or received will be taxable as ordinary income to U.S. holders when accrued or received, based on each holder’s accounting method. This applies even if Goldman Sachs redeems the notes before maturity.
Upon sale, exchange, redemption, or retirement of the notes—including compulsory redemption due to call exercise—U.S. holders generally recognize capital gain or loss equal to the difference between the amount realized and the adjusted tax basis, excluding accrued but unpaid interest, which is treated separately as ordinary income. These tax treatments align with standard Internal Revenue Code provisions for fixed income securities.
Book-Entry Form and DTC Settlement
The notes are issued solely in book-entry form, represented by a master global note registered in the name of The Depository Trust Company (DTC) or its nominee. Settlement of the initial offering occurs via immediately available funds through DTC. Investors hold beneficial interests through DTC participants such as brokers and custodians rather than physical certificates.
The pricing supplement advises beneficial owners to review legal ownership and book-entry issuance considerations in the prospectus. Withdrawal from DTC is limited to specific situations described under "Legal Ownership and Book-Entry Issuance — What Is a Global Security? — Holder's Option to Obtain a Non-Global Security; Special Situations When a Global Security Will Be Terminated." The notes carry CUSIP number 38151V7D4 and ISIN US38151V7D44 for identification and trading.
Defeasance Provisions and Credit Risk Disclosures
The notes include defeasance options allowing Goldman Sachs to discharge obligations by placing funds in trust under defined conditions. Full defeasance relieves all issuer obligations, while covenant defeasance relieves certain indenture provisions. These features offer issuer flexibility but may affect noteholder rights.
The offering documentation clarifies that these notes are not bank deposits, are not insured by the FDIC or any government agency, and are not obligations or guaranteed by any bank. Investors bear full credit risk related to Goldman Sachs’ financial strength and willingness to pay.
FATCA Withholding and Tax Compliance
The disclosure highlights that Foreign Account Tax Compliance Act (FATCA) withholding may apply to payments on the notes if required information is not provided by intermediaries or investors. The prospectus dated February 14, 2025, details FATCA withholding under "United States Taxation — Taxation of Debt Securities — Foreign Account Tax Compliance Act (FATCA) Withholding." This affects U.S. and foreign investors differently based on tax residency and compliance.
FATCA withholding can reduce interest payments if financial intermediaries fail reporting obligations or investors lack compliant IRS documentation. Noteholders are advised to consult tax professionals and ensure custodians maintain proper documentation to minimize withholding risks.
Registration and Prospectus Information
These notes are registered under SEC Registration Statement No. 333-284538. The pricing supplement number 1,924 dated July 17, 2026, supplements the prospectus and prospectus supplement both dated February 14, 2025. The supplement supersedes conflicting information in earlier documents and notes that certain terms in those documents may not apply to these notes.
Goldman Sachs may use the prospectus for the initial sale and affiliates may use it for market-making post-distribution. Unless otherwise stated in sale confirmations, use of the prospectus after issuance constitutes market-making rather than a new offering.
Investment Risks and Regulatory Notices
The offering documents emphasize that neither the SEC nor any regulatory authority has approved or disapproved these securities or verified the accuracy of the prospectus; any contrary claim is a criminal offense. This standard disclaimer does not imply SEC endorsement of the notes’ investment merits.
Investment returns depend partly on purchase price; secondary market buyers may experience different returns than initial purchasers at par. The callable feature introduces reinvestment risk if called during declining interest rates. Investors should independently assess Goldman Sachs’ credit risk over the five-year term.
