New Issue: GS Finance sells $365 million 1% fixed-rate equity-linked notes on Eli Lilly

Chicago, May 13 – GS Finance Corp. priced $365 million of 1% fixed-rate equity-linked notes due May 13, 2027 tied to the common stock of Eli Lilly and Co., according to a 424B2 filing with the Securities and Exchange Commission.

The notes priced at 110% of par for $401.5 million of proceeds.

The notes are guaranteed by Goldman Sachs Group, Inc.

A make-whole event will occur if a make-whole triggering event occurs on any trading day during the life of the notes. A make-whole event would occur if any “person” or “group” becomes the beneficial owner, directly or indirectly, of shares of Eli Lilly representing 50% or more of the total voting power of Eli Lilly; Eli Lilly issuer consummates (a) any recapitalization, reclassification or change of Eli Lilly (other than changes resulting from a subdivision or combination) as a result of which Eli Lilly would be converted into, or exchanged for, stock, other securities, other property or assets; (b) any share exchange, consolidation or merger of Eli Lilly issuer pursuant to which Eli Lilly will be converted into cash, securities or other property or assets; or (c) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of Eli Lilly issuer and its subsidiaries, taken as a whole, to any person other than one of Eli Lilly issuer’s wholly owned subsidiaries; the holders of Eli Lilly issuer’s capital stock approve any plan or proposal for the liquidation or dissolution of Eli Lilly issuer; or Eli Lilly ceases to be listed or quoted on any of the New York Stock Exchange, the Nasdaq Global Select Market or the Nasdaq Global Market.

If a make-whole event has occurred, for each $1,000 face amount of their notes holders will receive an amount in cash on the make-whole payment date equal to the sum of (i) the make-whole intrinsic value plus (ii) the product of (a) the exchange rate times (b) the additional share percentage times (c) the quotient of the applicable make-whole price divided by the adjustment factor. Even if a make-whole event has occurred, the notes will remain outstanding until the stated maturity date.

At maturity, if a make-whole event has not occurred, investors will receive the arithmetic average of, for each valuation date, the greater of (i) the exchange value of the common stock of Eli Lilly Networks, Inc. on such valuation date and (ii) par. If a make-whole event has occurred, investors will receive par.

The exchange value equals the product of the volume-weighted average price of one share times the exchange rate. The exchange rate is 1.173, which is equal to (i) 1,000 divided by (ii) the product of (a) 1.1112 times (b) the initial index stock price of $767.2059.

Goldman Sachs & Co. is the underwriter.

Issuer:	GS Finance Corp.
Guarantor:	Goldman Sachs Group, Inc.
Issue:	Fixed-rate equity-linked notes
Underlying stock:	Eli Lilly and Co.
Amount:	$365 million
Proceeds:	$401.5 million
Maturity:	May 13, 2027
Coupon:	1%
Price:	110
Make-whole event:	Will occur if make-whole triggering event occurs on any trading day during life of notes; make-whole event would occur if any “person” or “group” becomes beneficial owner, directly or indirectly, of shares of Eli Lilly representing 50% or more of total voting power of Eli Lilly; Eli Lilly issuer consummates (a) any recapitalization, reclassification or change of Eli Lilly as result of which Eli Lilly would be converted into, or exchanged for, stock, other securities, other property or assets; (b) any share exchange, consolidation or merger of Eli Lilly issuer pursuant to which Eli Lilly will be converted into cash, securities or other property or assets; or (c) any sale, lease or other transfer in one transaction or series of transactions of all or substantially all of consolidated assets of Eli Lilly issuer and its subsidiaries, taken as whole, to any person other than one of Eli Lilly issuer’s wholly owned subsidiaries; holders of Eli Lilly issuer’s capital stock approve any plan or proposal for liquidation or dissolution of Eli Lilly issuer; or Eli Lilly ceases to be listed or quoted on any of New York Stock Exchange, Nasdaq Global Select Market or Nasdaq Global Market
Make-whole payment:	If make-whole event has occurred, for each $1,000 face amount of notes holders will receive amount in cash on make-whole payment date equal to sum of (i) make-whole intrinsic value plus (ii) product of (a) exchange rate times(b) additional share percentage times (c) quotient of applicable make-whole price divided by adjustment factor; even if make-whole event has occurred, notes will remain outstanding until maturity date
Payout at maturity:	If make-whole event has not occurred, arithmetic average of, for each valuation date, greater of (i) exchange value of common stock of Eli Lilly on such valuation date and (ii) par; if make-whole event has occurred, par
Exchange value:	Product of volume-weighted average price of one share times exchange rate
Exchange rate:	1.173, which is equal to (i) 1,000 divided by (ii) the product of (a) 1.1112 times (b) the initial index stock price of $767.2059
Valuation dates:	April 23, 2027, April 26, 2027, April 27, 2027, April 28, 2027, April 29, 2027, April 30, 2027, May 3, 2027, May 4, 2027, May 5, 2027 and May 6, 2027
Initial stock price:	$767.2059
Pricing date:	May 6
Settlement date:	May 13
Underwriter:	Goldman Sachs & Co.
Fees:	0%
Cusip:	362273CC6

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