Goldman Sachs 5.05% fixed notes due 2033

The Goldman Sachs Group, Inc. is offering U.S. dollar fixed-rate senior notes due July 29, 2033 under its Medium-Term Notes, Series N program.

Rhea-AI Filing Summary

The Goldman Sachs Group, Inc. is offering U.S. dollar fixed-rate senior notes due July 29, 2033 under its Medium-Term Notes, Series N program. The notes bear a fixed interest rate of 5.05% per annum, with interest paid on January 31 and July 31 each year, beginning January 31, 2027 and ending at maturity.

The notes trade on July 29, 2026, are issued on July 31, 2026, and are available in minimum denominations of $1,000 and integral multiples thereof. They are not redeemable by Goldman Sachs before maturity, will not be listed on any securities exchange, and are not bank deposits or FDIC insured.

Goldman Sachs & Co. LLC will act as underwriter and calculation agent, initially offering the notes at 100% of principal amount, with potential reduced pricing for certain fee-based advisory accounts. The notes are issued only in book-entry form through DTC, use the 30/360 (ISDA) day count convention, and, for U.S. holders, interest is taxable as ordinary income, with the notes generally subject to FATCA withholding rules.

Key Figures

Interest rate: 5.05% per annum Maturity date: July 29, 2033 Minimum denomination: $1,000 +5 more

8 metrics

Interest rate 5.05% per annum Fixed coupon on the notes from original issue date to July 29, 2033

Maturity date July 29, 2033 Stated maturity date when principal of the notes is due

Minimum denomination $1,000 Notes are issued in $1,000 denominations and integral multiples thereof

Trade date July 29, 2026 Date on which the notes are priced and trading is agreed

Original issue date July 31, 2026 Date from which interest begins accruing on the notes

Interest payment dates 31st day of January and July Semiannual interest payments each year plus payment on the maturity date

FATCA applicability date July 1, 2014 Obligations issued on or after this date, including these notes, are subject to FATCA

Day count convention 30/360 (ISDA) Method used to calculate accrued interest for each interest period

Key Terms

30/360 (ISDA) day count convention, defeasance, Foreign Account Tax Compliance Act (FATCA), Medium-Term Notes, Series N, +2 more

6 terms

30/360 (ISDA) day count convention financial

"The accrued interest factor will be determined by multiplying...by the 30/360 (ISDA) day count convention."

defeasance financial

"full defeasance – our right to be relieved of all our obligations on the note"

Defeasance is a legal process where a borrower replaces the collateral securing a loan with safe, interest-paying government securities that mimic the loan’s payment schedule, thereby releasing the original asset from the loan. For investors, defeasance matters because it shifts what actually backs the debt—reducing credit risk tied to the original asset but changing recovery rights and market liquidity, which can affect bond prices, yields and the ease of selling the asset.

Foreign Account Tax Compliance Act (FATCA) regulatory

"FATCA withholding...will generally apply to obligations that are issued on or after July 1, 2014"

Medium-Term Notes, Series N financial

"The notes are part of the Medium-Term Notes, Series N program of The Goldman Sachs Group, Inc."

Financial Instruments and Exchange Act of Japan (FIEA) regulatory

"The notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan"

professional investors regulatory

"offered or sold in Hong Kong...to “professional investors” as defined in the Securities and Futures Ordinance"

Professional investors are individuals or organizations whose business is managing money for others or for large pools of capital, such as fund managers, pension funds, insurance companies, and registered investment advisors. They matter to other investors because they trade in larger sizes, gain access to specialized information and deals, and can move markets or set price expectations—think of them as seasoned pilots handling big aircraft compared with casual drivers in small cars.

Offering Details

shelf

Offering

Offering Type shelf

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the key terms of The Goldman Sachs Group, Inc. (GS) fixed rate notes due 2033?

The notes are U.S. dollar fixed-rate senior notes paying 5.05% per annum, maturing on July 29, 2033. Interest is paid semiannually on January 31 and July 31, starting January 31, 2027, in minimum denominations of $1,000 under Goldman Sachs’ Medium-Term Notes, Series N program.

How and when is interest paid on the GS 5.05% fixed rate notes due 2033?

Interest accrues at 5.05% per annum and is paid on the 31st day of January and July each year and at maturity. Payments begin on January 31, 2027, and follow a 30/360 (ISDA) day count convention for calculating accrued interest each period.

Are the Goldman Sachs (GS) fixed rate notes due 2033 callable or listed on an exchange?

The notes are not redeemable by Goldman Sachs before the stated maturity date and will not be listed on any securities exchange or interdealer quotation system. Investors should expect to rely on over-the-counter trading and secondary market-making, if available, for liquidity.

What are the offering and settlement mechanics for the GS fixed rate notes due 2033?

The trade date is July 29, 2026, with an original issue date of July 31, 2026. Goldman Sachs & Co. LLC initially offers the notes at 100% of principal amount, and settlement occurs in immediately available funds through DTC in book-entry form only.

How are the GS 2033 fixed rate notes treated for U.S. federal income tax and FATCA purposes?

For U.S. holders, interest is taxable as ordinary interest income as it accrues or is received. On disposition, holders generally recognize capital gain or loss. Because the notes are issued after July 1, 2014, they are generally subject to FATCA withholding rules.

Are there any distribution or investor restrictions on the Goldman Sachs (GS) fixed rate notes due 2033?

The notes are not offered to retail investors in the EEA and are subject to specific selling restrictions in the United Kingdom, Hong Kong, Singapore, Japan, and Switzerland. In some jurisdictions, they may only be sold to institutional or professional investors under local securities laws.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/16/2026 - 05:05 PM Accepted by SEC EDGAR 07/16/2026 - 05:03 PM Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(2)

Registration Statement No. 333-284538

The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

	Subject to Completion. Dated July 16, 2026.
	$ The Goldman Sachs Group, Inc. Fixed Rate Notes due 2033

We will pay you interest on your notes at the interest rate from and including the original issue date to but excluding the stated maturity date. Interest will be paid on each interest payment date.

The terms included in the “Key Terms” table below are expected to be as indicated, but such terms will be set on the trade date.

Key Terms
Issuer:	The Goldman Sachs Group, Inc.
Principal amount:	$
Specified currency:	U.S. dollars ($)
Type of Notes:	Fixed rate notes (notes)
Denominations:	$1,000 and integral multiples of $1,000 in excess thereof
Trade date:	July 29, 2026
Original issue date:	July 31, 2026
Stated maturity date:	July 29, 2033
Interest rate:	5.05% per annum
Interest payment dates:	The 31st day of January and July of each year and the stated maturity date, commencing on January 31, 2027 and ending on the stated maturity date
Listing:	The notes will not be listed on any securities exchange or interdealer quotation system
Calculation agent:	Goldman Sachs & Co. LLC (“GS&Co.”)
CUSIP / ISIN:	38151VA99 / US38151VA995

Original issue price	Underwriting discount	Net proceeds to the issuer
100% of the principal amount1	% of the principal amount1	% of the principal amount

1 The original issue price will vary between % and 100% for certain investors; see "Supplemental Plan of Distribution".

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

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.

Goldman Sachs & Co. LLC

Pricing Supplement No. dated , 2026.

Key Terms (continued)
Regular record dates:	for interest due on an interest payment date, the day immediately prior to the day on which payment is to be made (as such payment day may be adjusted under the applicable business day convention specified below)
Day count convention:	As further described under “Description of Debt Securities We May Offer – Calculations of Interest on Debt Securities – Interest Rates and Interest” in the accompanying prospectus, for each interest period the amount of accrued interest will be calculated by multiplying the principal amount of the note by an accrued interest factor for the interest period. The accrued interest factor will be determined by multiplying the per annum interest rate by a factor resulting from the 30/360 (ISDA) day count convention. The factor is the number of days in the interest period in respect of which payment is being made divided by 360, calculated on a formula basis as follows, as described in Section 4.16(f) of the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, without regard to any subsequent amendments or supplements: where: "Y1" is the year, expressed as a number, in which the first day of the interest period falls; "Y2" is the year, expressed as a number, in which the day immediately following the last day included in the interest period falls; "M1" is the calendar month, expressed as a number, in which the first day of the interest period falls; "M2" is the calendar month, expressed as a number, in which the day immediately following the last day included in the interest period falls; "D1" is the first calendar day, expressed as a number, of the interest period, unless such number would be 31, in which case D1 will be 30; and "D2" is the calendar day, expressed as a number, immediately following the last day included in the interest period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30.
Business day:	each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York City generally are authorized or obligated by law, regulation or executive order to close
Business day convention:	following unadjusted
Redemption at option of issuer before stated maturity:	not applicable
ERISA:	as described under “Employee Retirement Income Security Act” on page 157 of the accompanying prospectus
Defeasance:	•full defeasance – i.e., our right to be relieved of all our obligations on the note by placing funds in trust for the holder: yes •covenant defeasance – i.e., our right to be relieved of specified provisions of the note by placing funds in trust for the holder: yes

PS-2

The original issue price set forth above does not include accrued interest, if any. Interest on the notes will accrue from the original issue date and must be paid by the purchaser if the notes are delivered after the original issue date. In addition to offers and sales at the original issue price, the underwriters may offer the notes from time to time for sale in one or more transactions at market prices prevailing at the time of sale, at prices related to market prices or at negotiated prices.

The return (whether positive or negative) on your investment in notes will depend in part on the issue price you pay for such notes.

Goldman Sachs may use this prospectus in the initial sale of the notes. In addition, Goldman Sachs & Co. LLC or any other affiliate of Goldman Sachs may use this prospectus in a market-making transaction in the notes after their initial sale. Unless Goldman Sachs or its agent informs the purchaser otherwise in the confirmation of sale, this prospectus is being used in a market-making transaction.

About Your Prospectus

The notes are part of the Medium-Term Notes, Series N program of The Goldman Sachs Group, Inc. This prospectus includes this pricing supplement and the accompanying documents listed below. This pricing supplement constitutes a supplement to the documents listed below, does not set forth all of the terms of your notes and should be read in conjunction with such documents:

•Prospectus supplement dated February 14, 2025

•Prospectus dated February 14, 2025

The information in this pricing supplement supersedes any conflicting information in the documents listed above. In addition, some of the terms or features described in the listed documents may not apply to your notes.

We have not authorized anyone to provide any information or to make any representations other than those contained in or incorporated by reference in this pricing supplement and the accompanying documents listed above. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide. This pricing supplement and the accompanying documents listed above are an offer to sell only the notes offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this pricing supplement and the accompanying documents listed above is current only as of the respective dates of such documents.

We refer to the notes we are offering by this pricing supplement as the “offered notes” or the “notes”. Each of the offered notes has the terms described below. Please note that in this pricing supplement, references to “The Goldman Sachs Group, Inc.”, “we”, “our” and “us” mean only The Goldman Sachs Group, Inc. and do not include any of its subsidiaries or affiliates. The notes will be issued under the senior debt indenture, dated as of July 16, 2008, as amended, between us and The Bank of New York Mellon, as trustee. Also, in this pricing supplement, references to “holders” mean The Depository Trust Company (DTC) or its nominee and not indirect owners who own beneficial interests in notes through participants in DTC. Please review the special considerations that apply to indirect owners in the accompanying prospectus, under “Legal Ownership and Book-Entry Issuance”.

This pricing supplement summarizes specific terms that will apply to your notes. The terms of the notes described here supplement those described in the accompanying documents listed above and, if the terms described here are inconsistent with those described there, the terms described here are controlling. Terms used but not defined in this pricing supplement have the meanings given them in the accompanying prospectus or accompanying prospectus supplement, unless the context requires otherwise.

The notes will be issued in book-entry form and represented by master global note, dated July 1, 2020.

PS-3

ADDITIONAL INFORMATION ABOUT THE NOTES

We will issue the notes as a master global note registered in the name of DTC, or its nominee. The sale of the notes will settle in immediately available funds through DTC. You will not be permitted to withdraw the notes from DTC except in the limited situations described in the accompanying prospectus 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”. Investors may hold interests in a master global note through organizations that participate, directly or indirectly, in the DTC system.

In addition to this pricing supplement, the following provisions are hereby incorporated into the global master note: the description of the following unadjusted business day convention appearing under “Description of Debt Securities We May Offer – Calculations of Interest on Debt Securities – Business Day Conventions” in the accompanying prospectus and the section “Description of Debt Securities We May Offer – Defeasance and Covenant Defeasance” in the accompanying prospectus.

PS-4

SUPPLEMENTAL DISCUSSION OF U.S. FEDERAL INCOME TAX CONSEQUENCES

You should carefully consider, among other things, the matters set forth under “United States Taxation” in the accompanying prospectus supplement and the accompanying prospectus. The following discussion summarizes certain of the material U.S. federal income tax consequences of the purchase, beneficial ownership, and disposition of each of the notes. This summary supplements the section “United States Taxation” in the accompanying prospectus supplement and the accompanying prospectus and is subject to the limitations and exceptions set forth therein.

Interest on a note will be taxable to a U.S. holder as ordinary interest income at the time it accrues or is received in accordance with the U.S. holder’s normal method of accounting for tax purposes. Upon the disposition of a note by sale, exchange, or retirement or other disposition, a U.S. holder will generally recognize capital gain or loss equal to the difference, if any, between (i) the amount realized on the disposition (other than amounts attributable to accrued but unpaid interest, which would be treated as such) and (ii) the U.S. holder’s adjusted tax basis in the note. A U.S. holder’s adjusted tax basis in a note generally will equal the cost of the note to the U.S. holder. The deductibility of capital losses is subject to significant limitations.

Pursuant to Treasury regulations, Foreign Account Tax Compliance Act (FATCA) withholding (as described in “United States Taxation – Taxation of Debt Securities – Foreign Account Tax Compliance Act (FATCA) Withholding” in the accompanying prospectus) will generally apply to obligations that are issued on or after July 1, 2014; therefore, the notes will generally be subject to the FATCA withholding rules.

PS-5

SUPPLEMENTAL PLAN OF DISTRIBUTION

The Goldman Sachs Group, Inc. expects to agree to sell to Goldman Sachs & Co. LLC, and Goldman Sachs & Co. LLC expects to agree to purchase from The Goldman Sachs Group, Inc., the aggregate principal amount of the offered notes specified on the front cover of this pricing supplement. Goldman Sachs & Co. LLC proposes initially to offer the notes to the public at the original issue price set forth on the cover page of this pricing supplement, and to certain securities dealers at such price less a concession not in excess of % of the principal amount. The original issue price for notes purchased by certain fee-based advisory accounts will vary between % and 100% of the principal amount of the notes. Any sale of a note to a fee-based advisory account at an original issue price below 100% of the principal amount will reduce the underwriting discount specified on the cover of this pricing supplement with respect to such note. The original issue price paid by any fee-based advisory account will be reduced by the amount of any fees foregone by the securities dealer or dealers involved in the sale of the notes to such advisory account, but not by more than % of the principal amount of the notes. If all of the offered notes are not sold at the original issue price, the underwriter and/or dealers may change the offering price and the other selling terms.

In the future, Goldman Sachs & Co. LLC or other affiliates of The Goldman Sachs Group, Inc. may repurchase and resell the offered notes in market-making transactions, with resales being made at prices related to prevailing market prices at the time of resale or at negotiated prices. The Goldman Sachs Group, Inc. estimates that its share of the total offering expenses, excluding underwriting discounts and commissions, will be approximately $. For more information about the plan of distribution and possible market-making activities, see “Plan of Distribution” in the accompanying prospectus.

We will deliver the notes against payment therefor in New York, New York on the original issue date set forth on the cover page of this pricing supplement. Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on any date prior to one business day before delivery will be required to specify alternative settlement arrangements to prevent a failed settlement.

The notes may not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). Consequently no key information document required by Regulation (EU) No 1286/2014, as amended (the “PRIIPs Regulation”) for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. For the purposes of this provision:

(a) the expression “retail investor” means a person who is one (or more) of the following:

		(i)	a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”); or
		(ii)	a customer within the meaning of Directive (EU) 2016/97 where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
		(iii)	not a qualified investor as defined in Regulation (EU) 2017/1129, as amended; and

(b) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes.

The communication of this pricing supplement, the accompanying prospectus supplement and the accompanying prospectus and any other document or materials relating to the issue of the notes offered hereby is not being made, and this pricing supplement, the accompanying prospectus supplement and the accompanying prospectus and such other documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the United Kingdom’s Financial Services and Markets Act 2000, as amended (the “FSMA”). Accordingly, this pricing supplement, the accompanying prospectus supplement and the accompanying prospectus and such other documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. This pricing supplement, the accompanying prospectus supplement and the accompanying prospectus and such other documents and/or materials are for distribution only to persons who (i) have professional experience in matters relating to investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), (ii) fall within Article 49(2)(a) to (d) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are other persons to whom it may otherwise lawfully be communicated or distributed under the Financial Promotion Order (all such persons together being referred to as “relevant persons”). This pricing supplement, the accompanying prospectus supplement and the accompanying prospectus and any such other documents and/or materials are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this pricing supplement, the accompanying prospectus supplement and the accompanying prospectus and any such other documents and/or materials relate will be engaged in only with relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this pricing supplement, the accompanying prospectus supplement and the accompanying prospectus or any other documents and/or materials relating to the issue of the notes offered hereby or any of their contents.

The notes may not be offered, sold or otherwise made available to any retail investor in the United Kingdom. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law in

PS-6

the United Kingdom (the "UK PRIIPs Regulation") for offering or selling the notes or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation. For the purposes of this provision:

(a) the expression “retail investor” means a person who is neither:

		(i)	a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law in the United Kingdom; nor
		(ii)	a qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 (as may be amended from time to time); and

(b) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to buy or subscribe for the notes.

Any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of the notes may only be communicated or caused to be communicated in circumstances in which Section 21(1) of the FSMA does not apply to The Goldman Sachs Group, Inc.

All applicable provisions of the FSMA must be complied with in respect to anything done by any person in relation to the notes in, from or otherwise involving the United Kingdom.

The notes may not be offered or sold in Hong Kong by means of any document other than (i) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) and any rules made thereunder, or (ii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) or which do not constitute an offer to the public within the meaning of that Ordinance; and no advertisement, invitation or document relating to the notes may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere) which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made thereunder.

This pricing supplement, along with the accompanying prospectus supplement and the accompanying prospectus have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this pricing supplement, along with the accompanying prospectus supplement and the accompanying prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the notes may not be circulated or distributed, nor may the notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.

Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for six months after that corporation has acquired the notes under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”).

Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for six months after that trust has acquired the notes under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

PS-7

The notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended), or the FIEA. The notes may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of the FIEA and otherwise in compliance with any relevant laws and regulations of Japan.

The notes are not offered, sold or advertised, directly or indirectly, in, into or from Switzerland on the basis of a public offering and will not be listed on the SIX Swiss Exchange or any other offering or regulated trading facility in Switzerland. Accordingly, neither this pricing supplement nor any accompanying prospectus supplement, prospectus or other marketing material constitute a prospectus as defined in article 652a or article 1156 of the Swiss Code of Obligations or a listing prospectus as defined in article 32 of the Listing Rules of the SIX Swiss Exchange or any other regulated trading facility in Switzerland. Any resales of the notes by the underwriters thereof may only be undertaken on a private basis to selected individual investors in compliance with Swiss law. This pricing supplement and accompanying prospectus and prospectus supplement may not be copied, reproduced, distributed or passed on to others or otherwise made available in Switzerland without our prior written consent. By accepting this pricing supplement and accompanying prospectus and prospectus supplement or by subscribing to the notes, investors are deemed to have acknowledged and agreed to abide by these restrictions. Investors are advised to consult with their financial, legal or tax advisers before investing in the notes.

Conflicts of Interest

Goldman Sachs & Co. LLC is an affiliate of The Goldman Sachs Group, Inc. and, as such, will have a “conflict of interest” in this offering of notes within the meaning of Financial Industry Regulatory Authority, Inc. (FINRA) Rule 5121. Consequently, this offering of notes will be conducted in compliance with the provisions of FINRA Rule 5121. Goldman Sachs & Co. LLC will not be permitted to sell notes in this offering to an account over which it exercises discretionary authority without the prior specific written approval of the account holder.

PS-8