AI Earnings Predictions for Eli Lilly and Company (LLY)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 4, 2026

ELI LILLY AND COMPANY

(Exact Name of Registrant as Specified in its Charter)

Indiana 001-06351 35-0470950 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

Lilly Corporate Center Indianapolis,Indiana46285 (Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, Including Area Code: (317) 276-2000

Not Applicable (Former Name or Former Address, if Changed Since Last Report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock (no par value)LLYNew York Stock Exchange 1.625% Notes due 2026LLY26New York Stock Exchange 2.125% Notes due 2030LLY30New York Stock Exchange 0.625% Notes due 2031LLY31New York Stock Exchange 0.500% Notes due 2033LLY33New York Stock Exchange 6.77% Notes due 2036LLY36New York Stock Exchange 1.625% Notes due 2043LLY43New York Stock Exchange 1.700% Notes due 2049LLY49ANew York Stock Exchange 1.125% Notes due 2051LLY51New York Stock Exchange 1.375% Notes due 2061LLY61New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933 or the Exchange Act, except as otherwise expressly stated in such filing.

Attached hereto as Exhibit 99.1 and incorporated by reference into this Item 2.02 is a copy of the press release, dated February 4, 2026, announcing the financial results of Eli Lilly and Company for the quarter and year ended December 31, 2025.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.Description 99.1 Press Release of Eli Lilly and Company, dated February 4, 2026.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ELI LILLY AND COMPANY

(Registrant)

By:/s/ Donald A. Zakrowski Name:Donald A. Zakrowski Title:Senior Vice President, Finance, and Chief Accounting Officer Date: February 4, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 30, 2025

ELI LILLY AND COMPANY

(Exact Name of Registrant as Specified in its Charter)

Indiana 001-06351 35-0470950 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

Lilly Corporate Center Indianapolis,Indiana46285 (Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, Including Area Code: (317) 276-2000

Not Applicable (Former Name or Former Address, if Changed Since Last Report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock (no par value)LLYNew York Stock Exchange 1.625% Notes due 2026LLY26New York Stock Exchange 2.125% Notes due 2030LLY30New York Stock Exchange 0.625% Notes due 2031LLY31New York Stock Exchange 0.500% Notes due 2033LLY33New York Stock Exchange 6.77% Notes due 2036LLY36New York Stock Exchange 1.625% Notes due 2043LLY43New York Stock Exchange 1.700% Notes due 2049LLY49ANew York Stock Exchange 1.125% Notes due 2051LLY51New York Stock Exchange 1.375% Notes due 2061LLY61New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933 or the Exchange Act, except as otherwise expressly stated in such filing.

Attached hereto as Exhibit 99.1 and incorporated by reference into this Item 2.02 is a copy of the press release, dated October 30, 2025, announcing the financial results of Eli Lilly and Company for the quarter ended September 30, 2025.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.Description 99.1 Press Release of Eli Lilly and Company, dated October 30, 2025.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ELI LILLY AND COMPANY

(Registrant)

By:/s/ Donald A. Zakrowski Name:Donald A. Zakrowski Title:Senior Vice President, Finance, and Chief Accounting Officer Date: October 30, 2025

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 7, 2025

ELI LILLY AND COMPANY

(Exact Name of Registrant as Specified in its Charter)

Indiana 001-06351 35-0470950 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

Lilly Corporate Center Indianapolis,Indiana46285 (Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, Including Area Code: (317) 276-2000

Not Applicable (Former Name or Former Address, if Changed Since Last Report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock (no par value)LLYNew York Stock Exchange 1.625% Notes due 2026LLY26New York Stock Exchange 2.125% Notes due 2030LLY30New York Stock Exchange 0.625% Notes due 2031LLY31New York Stock Exchange 0.500% Notes due 2033LLY33New York Stock Exchange 6.77% Notes due 2036LLY36New York Stock Exchange 1.625% Notes due 2043LLY43New York Stock Exchange 1.700% Notes due 2049LLY49ANew York Stock Exchange 1.125% Notes due 2051LLY51New York Stock Exchange 1.375% Notes due 2061LLY61New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933 or the Exchange Act, except as otherwise expressly stated in such filing.

Attached hereto as Exhibit 99.1 and incorporated by reference into this Item 2.02 is a copy of the press release, dated August 7, 2025, announcing the financial results of Eli Lilly and Company for the quarter ended June 30, 2025.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.Description 99.1 Press Release of Eli Lilly and Company, dated August 7, 2025.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ELI LILLY AND COMPANY

(Registrant)

By:/s/ Donald A. Zakrowski Name:Donald A. Zakrowski Title:Senior Vice President, Finance, and Chief Accounting Officer Date: August 7, 2025

lly-202505010000059478false00000594782025-05-012025-05-010000059478us-gaap:CommonClassAMember2025-05-012025-05-010000059478lly:A718NotesDueJune12025Member2025-05-012025-05-010000059478lly:A1.625NotesDueJune22026Member2025-05-012025-05-010000059478lly:A2.125NotesDueJune32030Member2025-05-012025-05-010000059478lly:A625Notesdue2031Member2025-05-012025-05-010000059478lly:A500NotesDue2033Member2025-05-012025-05-010000059478lly:A6.77NotesDueJanuary12036Member2025-05-012025-05-010000059478lly:A1625NotesDue2043Member2025-05-012025-05-010000059478lly:A1.700Notesdue2049Member2025-05-012025-05-010000059478lly:A1125NotesDue2051Member2025-05-012025-05-010000059478lly:A1375NotesDue2061Member2025-05-012025-05-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 1, 2025

ELI LILLY AND COMPANY

(Exact Name of Registrant as Specified in its Charter)

Indiana 001-06351 35-0470950 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

Lilly Corporate Center Indianapolis,Indiana46285 (Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, Including Area Code: (317) 276-2000

Not Applicable (Former Name or Former Address, if Changed Since Last Report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock (no par value)LLYNew York Stock Exchange 7 1/8% Notes due 2025LLY25New York Stock Exchange 1.625% Notes due 2026LLY26New York Stock Exchange 2.125% Notes due 2030LLY30New York Stock Exchange 0.625% Notes due 2031LLY31New York Stock Exchange 0.500% Notes due 2033LLY33New York Stock Exchange 6.77% Notes due 2036LLY36New York Stock Exchange 1.625% Notes due 2043LLY43New York Stock Exchange 1.700% Notes due 2049LLY49ANew York Stock Exchange 1.125% Notes due 2051LLY51New York Stock Exchange 1.375% Notes due 2061LLY61New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933 or the Exchange Act, except as otherwise expressly stated in such filing.

Attached hereto as Exhibit 99.1 and incorporated by reference into this Item 2.02 is a copy of the press release, dated May 1, 2025, announcing the financial results of Eli Lilly and Company for the quarter ended March 31, 2025.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.Description 99.1 Press Release of Eli Lilly and Company, dated May 1, 2025.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ELI LILLY AND COMPANY

(Registrant)

By:/s/ Donald A. Zakrowski Name:Donald A. Zakrowski Title:Senior Vice President, Finance, and Chief Accounting Officer Date: May 1, 2025

lly-202502060000059478false00000594782025-02-062025-02-060000059478us-gaap:CommonClassAMember2025-02-062025-02-060000059478lly:A718NotesDueJune12025Member2025-02-062025-02-060000059478lly:A1.625NotesDueJune22026Member2025-02-062025-02-060000059478lly:A2.125NotesDueJune32030Member2025-02-062025-02-060000059478lly:A625Notesdue2031Member2025-02-062025-02-060000059478lly:A500NotesDue2033Member2025-02-062025-02-060000059478lly:A6.77NotesDueJanuary12036Member2025-02-062025-02-060000059478lly:A1625NotesDue2043Member2025-02-062025-02-060000059478lly:A1.700Notesdue2049Member2025-02-062025-02-060000059478lly:A1125NotesDue2051Member2025-02-062025-02-060000059478lly:A1375NotesDue2061Member2025-02-062025-02-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 6, 2025

ELI LILLY AND COMPANY

(Exact Name of Registrant as Specified in its Charter)

Indiana 001-06351 35-0470950 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

Lilly Corporate Center Indianapolis,Indiana46285 (Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, Including Area Code: (317) 276-2000

Not Applicable (Former Name or Former Address, if Changed Since Last Report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock (no par value)LLYNew York Stock Exchange 7 1/8% Notes due 2025LLY25New York Stock Exchange 1.625% Notes due 2026LLY26New York Stock Exchange 2.125% Notes due 2030LLY30New York Stock Exchange 0.625% Notes due 2031LLY31New York Stock Exchange 0.500% Notes due 2033LLY33New York Stock Exchange 6.77% Notes due 2036LLY36New York Stock Exchange 1.625% Notes due 2043LLY43New York Stock Exchange 1.700% Notes due 2049LLY49ANew York Stock Exchange 1.125% Notes due 2051LLY51New York Stock Exchange 1.375% Notes due 2061LLY61New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933 or the Exchange Act, except as otherwise expressly stated in such filing.

Attached hereto as Exhibit 99.1 and incorporated by reference into this Item 2.02 is a copy of the press release, dated February 6, 2025, announcing the financial results of Eli Lilly and Company for the quarter and year ended December 31, 2024.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.Description 99.1 Press Release of Eli Lilly and Company, dated February 6, 2025.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ELI LILLY AND COMPANY

(Registrant)

By:/s/ Donald A. Zakrowski Name:Donald A. Zakrowski Title:Senior Vice President, Finance, and Chief Accounting Officer Date: February 6, 2025

lly-202501140000059478false00000594782025-01-142025-01-140000059478us-gaap:CommonClassAMember2025-01-142025-01-140000059478lly:A718NotesDueJune12025Member2025-01-142025-01-140000059478lly:A1.625NotesDueJune22026Member2025-01-142025-01-140000059478lly:A2.125NotesDueJune32030Member2025-01-142025-01-140000059478lly:A625Notesdue2031Member2025-01-142025-01-140000059478lly:A500NotesDue2033Member2025-01-142025-01-140000059478lly:A6.77NotesDueJanuary12036Member2025-01-142025-01-140000059478lly:A1625NotesDue2043Member2025-01-142025-01-140000059478lly:A1.700Notesdue2049Member2025-01-142025-01-140000059478lly:A1125NotesDue2051Member2025-01-142025-01-140000059478lly:A1375NotesDue2061Member2025-01-142025-01-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 14, 2025

ELI LILLY AND COMPANY

(Exact Name of Registrant as Specified in its Charter)

Indiana 001-06351 35-0470950 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

Lilly Corporate Center Indianapolis,Indiana46285 (Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, Including Area Code: (317) 276-2000

Not Applicable (Former Name or Former Address, if Changed Since Last Report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock (no par value)LLYNew York Stock Exchange 7 1/8% Notes due 2025LLY25New York Stock Exchange 1.625% Notes due 2026LLY26New York Stock Exchange 2.125% Notes due 2030LLY30New York Stock Exchange 0.625% Notes due 2031LLY31New York Stock Exchange 0.500% Notes due 2033LLY33New York Stock Exchange 6.77% Notes due 2036LLY36New York Stock Exchange 1.625% Notes due 2043LLY43New York Stock Exchange 1.700% Notes due 2049LLY49ANew York Stock Exchange 1.125% Notes due 2051LLY51New York Stock Exchange 1.375% Notes due 2061LLY61New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On January 14, 2025, at approximately 5:15 p.m. Eastern time, Eli Lilly and Company (the “Company”) will participate in a fireside chat at the 2025 J.P. Morgan Healthcare Conference. During the discussion, Lilly will provide an update on earnings guidance for 2024, will share its 2025 revenue guidance range, and will discuss overall market trends. Lilly issued a press release relating to the update, attached hereto as Exhibit 99.1, and incorporated herein by reference. A live audio webcast of the conference discussion, press release and associated presentation, will be available on the "Webcasts & Presentations" section of Lilly's Investor website at https://investor.lilly.com/webcasts-and-presentations. A replay of the presentation will be available on this same website for approximately 30 days.

The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933 or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.Description 99.1 Press Release of Eli Lilly and Company, dated January 14, 2025.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ELI

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 30, 2024

ELI LILLY AND COMPANY

(Exact Name of Registrant as Specified in its Charter)

Indiana 001-06351 35-0470950 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

Lilly Corporate Center Indianapolis,Indiana46285 (Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, Including Area Code: (317) 276-2000

Not Applicable (Former Name or Former Address, if Changed Since Last Report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock (no par value)LLYNew York Stock Exchange 7 1/8% Notes due 2025LLY25New York Stock Exchange 1.625% Notes due 2026LLY26New York Stock Exchange 2.125% Notes due 2030LLY30New York Stock Exchange 0.625% Notes due 2031LLY31New York Stock Exchange 0.500% Notes due 2033LLY33New York Stock Exchange 6.77% Notes due 2036LLY36New York Stock Exchange 1.625% Notes due 2043LLY43New York Stock Exchange 1.700% Notes due 2049LLY49ANew York Stock Exchange 1.125% Notes due 2051LLY51New York Stock Exchange 1.375% Notes due 2061LLY61New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933 or the Exchange Act, except as otherwise expressly stated in such filing.

Attached hereto as Exhibit 99.1 and incorporated by reference into this Item 2.02 is a copy of the press release, dated October 30, 2024, announcing the financial results of Eli Lilly and Company for the quarter ended September 30, 2024.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.Description 99.1 Press Release of Eli Lilly and Company, dated October 30, 2024.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ELI LILLY AND COMPANY

(Registrant)

By:/s/ Donald A. Zakrowski Name:Donald A. Zakrowski Title:Senior Vice President, Finance, and Chief Accounting Officer Date: October 30, 2024

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 8, 2024

ELI LILLY AND COMPANY

(Exact Name of Registrant as Specified in its Charter)

Indiana 001-06351 35-0470950 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

Lilly Corporate Center Indianapolis,Indiana46285 (Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, Including Area Code: (317) 276-2000

Not Applicable (Former Name or Former Address, if Changed Since Last Report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock (no par value)LLYNew York Stock Exchange 7 1/8% Notes due 2025LLY25New York Stock Exchange 1.625% Notes due 2026LLY26New York Stock Exchange 2.125% Notes due 2030LLY30New York Stock Exchange 0.625% Notes due 2031LLY31New York Stock Exchange 0.500% Notes due 2033LLY33New York Stock Exchange 6.77% Notes due 2036LLY36New York Stock Exchange 1.625% Notes due 2043LLY43New York Stock Exchange 1.700% Notes due 2049LLY49ANew York Stock Exchange 1.125% Notes due 2051LLY51New York Stock Exchange 1.375% Notes due 2061LLY61New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933 or the Exchange Act, except as otherwise expressly stated in such filing.

Attached hereto as Exhibit 99.1 and incorporated by reference into this Item 2.02 is a copy of the press release, dated August 8, 2024, announcing the financial results of Eli Lilly and Company for the quarter ended June 30, 2024.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.Description 99.1 Press Release of Eli Lilly and Company, dated August 8, 2024.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ELI LILLY AND COMPANY

(Registrant)

By:/s/ Donald A. Zakrowski Name:Donald A. Zakrowski Title:Senior Vice President, Finance, and Chief Accounting Officer Date: August 8, 2024

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 30, 2024

ELI LILLY AND COMPANY

(Exact Name of Registrant as Specified in its Charter)

Indiana 001-06351 35-0470950 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

Lilly Corporate Center Indianapolis,Indiana46285 (Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, Including Area Code: (317) 276-2000

Not Applicable (Former Name or Former Address, if Changed Since Last Report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock (no par value)LLYNew York Stock Exchange 7 1/8% Notes due 2025LLY25New York Stock Exchange 1.625% Notes due 2026LLY26New York Stock Exchange 2.125% Notes due 2030LLY30New York Stock Exchange 0.625% Notes due 2031LLY31New York Stock Exchange 0.500% Notes due 2033LLY33New York Stock Exchange 6.77% Notes due 2036LLY36New York Stock Exchange 1.625% Notes due 2043LLY43New York Stock Exchange 1.700% Notes due 2049LLY49ANew York Stock Exchange 1.125% Notes due 2051LLY51New York Stock Exchange 1.375% Notes due 2061LLY61New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933 or the Exchange Act, except as otherwise expressly stated in such filing.

Attached hereto as Exhibit 99.1 and incorporated by reference into this Item 2.02 is a copy of the press release, dated April 30, 2024, announcing the financial results of Eli Lilly and Company for the quarter ended March 31, 2024.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.Description 99.1 Press Release of Eli Lilly and Company, dated April 30, 2024.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ELI LILLY AND COMPANY

(Registrant)

By:/s/ Donald A. Zakrowski Name:Donald A. Zakrowski Title:Senior Vice President, Finance, and Chief Accounting Officer Date: April 30, 2024

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 6, 2024

ELI LILLY AND COMPANY

(Exact Name of Registrant as Specified in its Charter)

Indiana 001-06351 35-0470950 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

Lilly Corporate Center Indianapolis,Indiana46285 (Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, Including Area Code: (317) 276-2000

Not Applicable (Former Name or Former Address, if Changed Since Last Report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock (no par value)LLYNew York Stock Exchange 7 1/8% Notes due 2025LLY25New York Stock Exchange 1.625% Notes due 2026LLY26New York Stock Exchange 2.125% Notes due 2030LLY30New York Stock Exchange 0.625% Notes due 2031LLY31New York Stock Exchange 0.500% Notes due 2033LLY33New York Stock Exchange 6.77% Notes due 2036LLY36New York Stock Exchange 1.625% Notes due 2043LLY43New York Stock Exchange 1.700% Notes due 2049LLY49ANew York Stock Exchange 1.125% Notes due 2051LLY51New York Stock Exchange 1.375% Notes due 2061LLY61New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933 or the Exchange Act, except as otherwise expressly stated in such filing.

Attached hereto as Exhibit 99.1 and incorporated by reference into this Item 2.02 is a copy of the press release, dated February 6, 2024, announcing the financial results of Eli Lilly and Company for the quarter and year ended December 31, 2023.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.Description 99.1 Press Release of Eli Lilly and Company, dated February 6, 2024.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ELI LILLY AND COMPANY

(Registrant)

By:/s/ Donald A. Zakrowski Name:Donald A. Zakrowski Title:Senior Vice President, Finance, and Chief Accounting Officer Date: February 6, 2024

lly-202311020000059478false00000594782023-11-022023-11-020000059478us-gaap:CommonClassAMember2023-11-022023-11-020000059478lly:A718NotesDueJune12025Member2023-11-022023-11-020000059478lly:A1.625NotesDueJune22026Member2023-11-022023-11-020000059478lly:A2.125NotesDueJune32030Member2023-11-022023-11-020000059478lly:A625Notesdue2031Member2023-11-022023-11-020000059478lly:A500NotesDue2033Member2023-11-022023-11-020000059478lly:A6.77NotesDueJanuary12036Member2023-11-022023-11-020000059478lly:A1625NotesDue2043Member2023-11-022023-11-020000059478lly:A1.700Notesdue2049Member2023-11-022023-11-020000059478lly:A1125NotesDue2051Member2023-11-022023-11-020000059478lly:A1375NotesDue2061Member2023-11-022023-11-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 2, 2023

ELI LILLY AND COMPANY

(Exact Name of Registrant as Specified in its Charter)

Indiana 001-06351 35-0470950 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

Lilly Corporate Center Indianapolis,Indiana46285 (Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, Including Area Code: (317) 276-2000

Not Applicable (Former Name or Former Address, if Changed Since Last Report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock (no par value)LLYNew York Stock Exchange 7 1/8% Notes due 2025LLY25New York Stock Exchange 1.625% Notes due 2026LLY26New York Stock Exchange 2.125% Notes due 2030LLY30New York Stock Exchange 0.625% Notes due 2031LLY31New York Stock Exchange 0.500% Notes due 2033LLY33New York Stock Exchange 6.77% Notes due 2036LLY36New York Stock Exchange 1.625% Notes due 2043LLY43New York Stock Exchange 1.700% Notes due 2049LLY49ANew York Stock Exchange 1.125% Notes due 2051LLY51New York Stock Exchange 1.375% Notes due 2061LLY61New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Attached hereto as Exhibit 99.1 and incorporated by reference into this Item 2.02 is a copy of the press release, dated November 2, 2023, announcing the financial results of Eli Lilly and Company for the quarter ended September 30, 2023.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.Description 99.1 Press Release of Eli Lilly and Company, dated November 2, 2023.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ELI LILLY AND COMPANY

(Registrant)

By:/s/ Donald A. Zakrowski Name:Donald A. Zakrowski Title:Senior Vice President, Finance, and Chief Accounting Officer Date: November 2, 2023

lly-202308080000059478false00000594782023-08-082023-08-080000059478us-gaap:CommonClassAMember2023-08-082023-08-080000059478lly:A718NotesDueJune12025Member2023-08-082023-08-080000059478lly:A1.625NotesDueJune22026Member2023-08-082023-08-080000059478lly:A2.125NotesDueJune32030Member2023-08-082023-08-080000059478lly:A625Notesdue2031Member2023-08-082023-08-080000059478lly:A500NotesDue2033Member2023-08-082023-08-080000059478lly:A6.77NotesDueJanuary12036Member2023-08-082023-08-080000059478lly:A1625NotesDue2043Member2023-08-082023-08-080000059478lly:A1.700Notesdue2049Member2023-08-082023-08-080000059478lly:A1125NotesDue2051Member2023-08-082023-08-080000059478lly:A1375NotesDue2061Member2023-08-082023-08-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 8, 2023

ELI LILLY AND COMPANY

(Exact Name of Registrant as Specified in its Charter)

Indiana 001-06351 35-0470950 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

Lilly Corporate Center Indianapolis,Indiana46285 (Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, Including Area Code: (317) 276-2000

Not Applicable (Former Name or Former Address, if Changed Since Last Report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock (no par value)LLYNew York Stock Exchange 7 1/8% Notes due 2025LLY25New York Stock Exchange 1.625% Notes due 2026LLY26New York Stock Exchange 2.125% Notes due 2030LLY30New York Stock Exchange 0.625% Notes due 2031LLY31New York Stock Exchange 0.500% Notes due 2033LLY33New York Stock Exchange 6.77% Notes due 2036LLY36New York Stock Exchange 1.625% Notes due 2043LLY43New York Stock Exchange 1.700% Notes due 2049LLY49ANew York Stock Exchange 1.125% Notes due 2051LLY51New York Stock Exchange 1.375% Notes due 2061LLY61New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Attached hereto as Exhibit 99.1 and incorporated by reference into this Item 2.02 is a copy of the press release, dated August 8, 2023, announcing the financial results of Eli Lilly and Company for the quarter ended June 30, 2023.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.Description 99.1 Press Release of Eli Lilly and Company, dated August 8, 2023.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ELI LILLY AND COMPANY

(Registrant)

By:/s/ Donald A. Zakrowski Name:Donald A. Zakrowski Title:Senior Vice President, Finance, and Chief Accounting Officer Date: August 8, 2023

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 27, 2023

ELI LILLY AND COMPANY

(Exact Name of Registrant as Specified in its Charter)

Indiana 001-06351 35-0470950 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

Lilly Corporate Center Indianapolis,Indiana46285 (Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, Including Area Code: (317) 276-2000

Not Applicable (Former Name or Former Address, if Changed Since Last Report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock (no par value)LLYNew York Stock Exchange 7 1/8% Notes due 2025LLY25New York Stock Exchange 1.625% Notes due 2026LLY26New York Stock Exchange 2.125% Notes due 2030LLY30New York Stock Exchange 0.625% Notes due 2031LLY31New York Stock Exchange 0.500% Notes due 2033LLY33New York Stock Exchange 6.77% Notes due 2036LLY36New York Stock Exchange 1.625% Notes due 2043LLY43New York Stock Exchange 1.700% Notes due 2049LLY49ANew York Stock Exchange 1.125% Notes due 2051LLY51New York Stock Exchange 1.375% Notes due 2061LLY61New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Attached hereto as Exhibit 99.1 and incorporated by reference into this Item 2.02 is a copy of the press release, dated April 27, 2023, announcing the financial results of Eli Lilly and Company for the quarter ended March 31, 2023.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.Description 99.1 Press Release of Eli Lilly and Company, dated April 27, 2023.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ELI LILLY AND COMPANY

(Registrant)

By:/s/ Donald A. Zakrowski Name:Donald A. Zakrowski Title:Senior Vice President, Finance, and Chief Accounting Officer Date: April 27, 2023

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 2, 2023

ELI LILLY AND COMPANY

(Exact Name of Registrant as Specified in its Charter)

Indiana 001-06351 35-0470950 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

Lilly Corporate Center Indianapolis,Indiana46285 (Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, Including Area Code: (317) 276-2000

Not Applicable (Former Name or Former Address, if Changed Since Last Report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock (no par value)LLYNew York Stock Exchange 7 1/8% Notes due 2025LLY25New York Stock Exchange 1.625% Notes due 2026LLY26New York Stock Exchange 2.125% Notes due 2030LLY30New York Stock Exchange 0.625% Notes due 2031LLY31New York Stock Exchange 0.500% Notes due 2033LLY33New York Stock Exchange 6.77% Notes due 2036LLY36New York Stock Exchange 1.625% Notes due 2043LLY43New York Stock Exchange 1.700% Notes due 2049LLY49ANew York Stock Exchange 1.125% Notes due 2051LLY51New York Stock Exchange 1.375% Notes due 2061LLY61New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Attached hereto as Exhibit 99.1 and incorporated by reference into this Item 2.02 is a copy of the press release, dated February 2, 2023, announcing the financial results of Eli Lilly and Company for the quarter and year ended December 31, 2022.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.Description 99.1 Press Release of Eli Lilly and Company, dated February 2, 2023.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ELI LILLY AND COMPANY

(Registrant)

By:/s/ Donald A. Zakrowski Name:Donald A. Zakrowski Title:Senior Vice President, Finance, and Chief Accounting Officer Date: February 2, 2023

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 13, 2022

ELI LILLY AND COMPANY

(Exact Name of Registrant as Specified in its Charter)

Indiana 001-06351 35-0470950 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

Lilly Corporate Center Indianapolis,Indiana46285 (Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, Including Area Code: (317) 276-2000

Not Applicable (Former Name or Former Address, if Changed Since Last Report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock (no par value)LLYNew York Stock Exchange 7 1/8% Notes due 2025LLY25New York Stock Exchange 1.625% Notes due 2026LLY26New York Stock Exchange 2.125% Notes due 2030LLY30New York Stock Exchange 0.625% Notes due 2031LLY31New York Stock Exchange 0.500% Notes due 2033LLY33New York Stock Exchange 6.77% Notes due 2036LLY36New York Stock Exchange 1.625% Notes due 2043LLY43New York Stock Exchange 1.700% Notes due 2049LLY49ANew York Stock Exchange 1.125% Notes due 2051LLY51New York Stock Exchange 1.375% Notes due 2061LLY61New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On December 13, 2022, Eli Lilly and Company (the “Company”) issued a press release announcing its financial guidance for 2023. In addition, on the same day, the Company held a teleconference for analysts and media to discuss this guidance. The teleconference was webcast on the Company’s website. The press release is attached to this Form 8-K as Exhibit 99.1.

The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.Description 99.1 Press Release of Eli Lilly and Company, dated December 13, 2022.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ELI LILLY AND COMPANY

(Registrant)

By:/s/ Donald A. Zakrowski Name:Donald A. Zakrowski Title:Senior Vice President, Finance, and Chief Accounting Officer Date: December 13, 2022

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 1, 2022

ELI LILLY AND COMPANY

(Exact Name of Registrant as Specified in its Charter)

Indiana 001-06351 35-0470950 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

Lilly Corporate Center Indianapolis,Indiana46285 (Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, Including Area Code: (317) 276-2000

Not Applicable (Former Name or Former Address, if Changed Since Last Report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock (no par value)LLYNew York Stock Exchange 7 1/8% Notes due 2025LLY25New York Stock Exchange 1.625% Notes due 2026LLY26New York Stock Exchange 2.125% Notes due 2030LLY30New York Stock Exchange 0.625% Notes due 2031LLY31New York Stock Exchange 0.500% Notes due 2033LLY33New York Stock Exchange 6.77% Notes due 2036LLY36New York Stock Exchange 1.625% Notes due 2043LLY43New York Stock Exchange 1.700% Notes due 2049LLY49ANew York Stock Exchange 1.125% Notes due 2051LLY51New York Stock Exchange 1.375% Notes due 2061LLY61New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition

The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Attached hereto as Exhibit 99.1 and incorporated by reference into this Item 2.02 is a copy of the press release, dated November 1, 2022, announcing the financial results of Eli Lilly and Company for the quarter ended September 30, 2022.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.Description 99.1 Press Release of Eli Lilly and Company, dated November 1, 2022.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ELI LILLY AND COMPANY

(Registrant)

By:/s/ Donald A. Zakrowski Name:Donald A. Zakrowski Title:Senior Vice President, Finance, and Chief Accounting Officer Date: November 1, 2022

lly-202208040000059478false00000594782022-08-042022-08-040000059478us-gaap:CommonClassAMember2022-08-042022-08-040000059478lly:A718NotesDueJune12025Member2022-08-042022-08-040000059478lly:A1.625NotesDueJune22026Member2022-08-042022-08-040000059478lly:A2.125NotesDueJune32030Member2022-08-042022-08-040000059478lly:A625Notesdue2031Member2022-08-042022-08-040000059478lly:A500NotesDue2033Member2022-08-042022-08-040000059478lly:A6.77NotesDueJanuary12036Member2022-08-042022-08-040000059478lly:A1625NotesDue2043Member2022-08-042022-08-040000059478lly:A1.700Notesdue2049Member2022-08-042022-08-040000059478lly:A1125NotesDue2051Member2022-08-042022-08-040000059478lly:A1375NotesDue2061Member2022-08-042022-08-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 4, 2022

ELI LILLY AND COMPANY

(Exact Name of Registrant as Specified in its Charter)

Indiana 001-06351 35-0470950 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

Lilly Corporate Center Indianapolis,Indiana46285 (Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, Including Area Code: (317) 276-2000

Not Applicable (Former Name or Former Address, if Changed Since Last Report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock (no par value)LLYNew York Stock Exchange 7 1/8% Notes due 2025LLY25New York Stock Exchange 1.625% Notes due 2026LLY26New York Stock Exchange 2.125% Notes due 2030LLY30New York Stock Exchange 0.625% Notes due 2031LLY31New York Stock Exchange 0.500% Notes due 2033LLY33New York Stock Exchange 6.77% Notes due 2036LLY36New York Stock Exchange 1.625% Notes due 2043LLY43New York Stock Exchange 1.700% Notes due 2049LLY49ANew York Stock Exchange 1.125% Notes due 2051LLY51New York Stock Exchange 1.375% Notes due 2061LLY61New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition

The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Attached hereto as Exhibit 99.1 and incorporated by reference into this Item 2.02 is a copy of the press release, dated August 4, 2022, announcing the financial results of Eli Lilly and Company for the quarter ended June 30, 2022.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.Description 99.1 Press Release of Eli Lilly and Company, dated August 4, 2022.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ELI LILLY AND COMPANY

(Registrant)

By:/s/ Donald A. Zakrowski Name:Donald A. Zakrowski Title:Vice President, Finance, and Chief Accounting Officer Date: August 4, 2022

lly-202204280000059478false00000594782022-04-282022-04-280000059478us-gaap:CommonClassAMember2022-04-282022-04-280000059478lly:A718NotesDueJune12025Member2022-04-282022-04-280000059478lly:A1.625NotesDueJune22026Member2022-04-282022-04-280000059478lly:A2.125NotesDueJune32030Member2022-04-282022-04-280000059478lly:A625Notesdue2031Member2022-04-282022-04-280000059478lly:A500NotesDue2033Member2022-04-282022-04-280000059478lly:A6.77NotesDueJanuary12036Member2022-04-282022-04-280000059478lly:A1625NotesDue2043Member2022-04-282022-04-280000059478lly:A1.700Notesdue2049Member2022-04-282022-04-280000059478lly:A1125NotesDue2051Member2022-04-282022-04-280000059478lly:A1375NotesDue2061Member2022-04-282022-04-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 28, 2022

ELI LILLY AND COMPANY

(Exact Name of Registrant as Specified in its Charter)

Indiana 001-06351 35-0470950 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

Lilly Corporate Center Indianapolis,Indiana46285 (Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, Including Area Code: (317) 276-2000

Not Applicable (Former Name or Former Address, if Changed Since Last Report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock (no par value)LLYNew York Stock Exchange 7 1/8% Notes due 2025LLY25New York Stock Exchange 1.625% Notes due 2026LLY26New York Stock Exchange 2.125% Notes due 2030LLY30New York Stock Exchange 0.625% Notes due 2031LLY31New York Stock Exchange 0.500% Notes due 2033LLY33New York Stock Exchange 6.77% Notes due 2036LLY36New York Stock Exchange 1.625% Notes due 2043LLY43New York Stock Exchange 1.700% Notes due 2049LLY49ANew York Stock Exchange 1.125% Notes due 2051LLY51New York Stock Exchange 1.375% Notes due 2061LLY61New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition

The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Attached hereto as Exhibit 99.1 and incorporated by reference into this Item 2.02 is a copy of the press release, dated April 28, 2022, announcing the financial results of Eli Lilly and Company for the quarter ended March 31, 2022.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.Description 99.1 Press Release of Eli Lilly and Company, dated April 28, 2022.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ELI LILLY AND COMPANY

(Registrant)

By:/s/ Donald A. Zakrowski Name:Donald A. Zakrowski Title:Vice President, Finance, and Chief Accounting Officer Date: April 28, 2022

lly-202204140000059478FALSE00000594782022-04-142022-04-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 14, 2022

ELI LILLY AND COMPANY

(Exact Name of Registrant as Specified in its Charter)

Indiana001-0635135-0470950 (State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

Lilly Corporate Center,Indianapolis,Indiana46285 (Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, Including Area Code: (317) 276-2000

Not Applicable (Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class    Trading Symbol(s)    Name of each exchange on which registered

Common Stock (no par value)    LLY    New York Stock Exchange 7 1/8% Notes due 2025    LLY25    New York Stock Exchange 1.625% Notes due 2026    LLY26    New York Stock Exchange 2.125% Notes due 2030    LLY30    New York Stock Exchange 0.625% Notes due 2031    LLY31    New York Stock Exchange 0.500% Notes due 2033    LLY33    New York Stock Exchange 6.77% Notes due 2036    LLY36    New York Stock Exchange 1.625% Notes due 2043    LLY43    New York Stock Exchange 1.700% Notes due 2049    LLY49A    New York Stock Exchange 1.125% Notes due 2051    LLY51    New York Stock Exchange 1.375% Notes due 2061    LLY61    New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR§240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

Beginning with the press release announcing its financial results for the quarter ended March 31, 2022 (the “Earnings Release”), Eli Lilly and Company (the “Company”) will not include adjustments for upfront charges and development milestones related to in-process research and development (“IPR&D”) projects acquired in a transaction other than a business combination in presentations of its non-GAAP financial measures. The Company is making these changes to its presentation of non-GAAP financial measures following guidance from the U.S. Securities and Exchange Commission (the “SEC”). The Company currently anticipates that charges related to acquired IPR&D projects for the quarter ended March 31, 2022 were approximately $165 million, resulting in an approximate $0.15 impact to the Company’s earnings per share, although the Company has not yet finalized its results for the period and therefore actual amounts could differ from those the Company currently anticipates. In conjunction with the Earnings Release, the Company intends to make available certain unaudited historical financial information reflecting the updated presentation of its non-GAAP financial measures on the Investors page of the Company’s website.

The information in this Item 2.02 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as otherwise expressly stated in such filing.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains management’s current intentions and expectations for the future, including with respect to the Company’s anticipated charges related to acquired IPR&D projects for the quarter ended March 31, 2022, and the related impact to the Company’s earnings per share, all of which are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Actual results may differ due to various factors, including those discusse

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 3, 2022

ELI LILLY AND COMPANY

(Exact Name of Registrant as Specified in its Charter)

Indiana 001-06351 35-0470950 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

Lilly Corporate Center Indianapolis,Indiana46285 (Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, Including Area Code: (317) 276-2000

Not Applicable (Former Name or Former Address, if Changed Since Last Report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock (no par value)LLYNew York Stock Exchange 1.000% Notes due 2022LLY22New York Stock Exchange 7 1/8% Notes due 2025LLY25New York Stock Exchange 1.625% Notes due 2026LLY26New York Stock Exchange 2.125% Notes due 2030LLY30New York Stock Exchange 0.625% Notes due 2031LLY31New York Stock Exchange 0.500% Notes due 2033LLY33New York Stock Exchange 6.77% Notes due 2036LLY36New York Stock Exchange 1.625% Notes due 2043LLY43New York Stock Exchange 1.700% Notes due 2049LLY49ANew York Stock Exchange 1.125% Notes due 2051LLY51New York Stock Exchange 1.375% Notes due 2061LLY61New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition

The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Attached hereto as Exhibit 99.1 and incorporated by reference into this Item 2.02 is a copy of the press release, dated February 3, 2022, announcing the financial results of Eli Lilly and Company for the quarter and year ended December 31, 2021.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.Description 99.1 Press Release of Eli Lilly and Company, dated February 3, 2022.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ELI LILLY AND COMPANY

(Registrant)

By:/s/ Donald A. Zakrowski Name:Donald A. Zakrowski Title:Vice President, Finance, and Chief Accounting Officer Date: February 3, 2022