Eli Lilly & Co.

Item 8.01. Other Events. On May 20, 2026, Eli Lilly and Company (the “Company”) completed its offering of $750,000,000 aggregate principal amount of its Floating Rate Notes due 2028 (the “2028 Floating Rate Notes”), $500,000,000 aggregate principal amount of its Floating Rate Notes due 2029 (the “2029 Floating Rate Notes” and, together with the 2028 Floating Rate Notes, the “Floating Rate Notes”), $750,000,000 aggregate principal amount of its 4.150% Notes due 2029 (the “2029 Notes”), $1,500,000,000 aggregate principal amount of its 4.375% Notes due 2031 (the “2031 Notes”), $1,250,000,000 aggregate principal amount of its 4.650% Notes due 2033 (the “2033 Notes”), $1,500,000,000 aggregate principal amount of its 4.850% Notes due 2036 (the “2036 Notes”), $1,750,000,000 aggregate principal amount of its 5.600% Notes due 2056 (the “2056 Notes”) and $1,000,000,000 aggregate principal amount of its 5.700% Notes due 2066 (the “2066 Notes” and, collectively with the 2029 Notes, the 2031 Notes, the 2033 Notes, the 2036 Notes and the 2056 Notes, the “Fixed Rate Notes,” and together with the Floating Rate Notes, the “Notes”). The Notes were sold pursuant to an underwriting agreement (the “Underwriting Agreement”), by and among the Company, Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein. Each series of Notes was issued pursuant to an Indenture (the “Indenture”), dated February 1, 1991, between the Company and Deutsche Bank Trust Company Americas (as successor to Citibank, N.A.), as trustee, and an officers’ certificate setting forth the terms of the Notes (including the forms of such Notes as exhibits). The offering of the Notes was registered on a Registration Statement on Form S-3 (File No. 333-285052). After deduction of underwriting discounts and before deduction of estimated offering expenses payable by the Company, net proceeds from the offering to the Company were approximately $8.94 billion. The Floating Rate Notes accrue interest at a floating rate, reset and payable quarterly, equal to Compounded SOFR (as defined in the accompanying form of officers’ certificate relating to the Floating Rate Notes) plus 0.350% (for the 2028 Floating Rate Notes) or 0.460% (for the 2029 Floating Rate Notes). The Fixed Rate Notes accrue interest at a rate per annum, payable semi-annually, of 4.650% (for the 2029 Notes), 4.375% (for the 2031 Notes), 4.650% (for the 2033 Notes), 4.850% (for the 2036 Notes), 5.600% (for the 2056 Notes), or 5.700% (for the 2066 Notes). Except as contemplated in the following paragraph and subject to the mandatory redemption provisions described below for the applicable series of Notes, each series of Notes matures on May 20 of the year of its stated maturity. Upon the occurrence of an Event of Default (as defined in the Indenture) with respect to a series of Notes, the principal amount of the Notes of that series may be declared, and become, immediately due and payable. The Company may, at its election, redeem the Fixed Rate Notes, in whole or in part, from time to time at the redemption prices and on the terms and conditions set forth in the Fixed Rate Notes. In addition, certain series of the Fixed Rate Notes are subject to the mandatory redemption provisions described below. Subject to the mandatory redemption provisions described below for the applicable series of Floating Rate Notes, the Company may not redeem the Floating Rate Notes at its option prior to maturity. In the event that (x) the Centessa Acquisition (as defined in the applicable Notes) is not consummated on or prior to the date that is five (5) business days after the later of (i) March 31, 2027 or (ii) any later date as the parties to the Centessa Agreement (as defined in the applicable Notes) may agree as the “Outside Date” thereunder or (y) the Company notifies the trustee in writing that it will not pursue the consummation of the Centessa Acquisition, the Company will be required to redeem the 2029 Floating Rate Notes, the 2029 Notes, the 2031 Notes, the 2033 Notes and the 2036 Notes (collectively, the “Centessa Mandatorily Redeemable Notes”) then outstanding (such redemption, the “Centessa Special Mandatory Redemption”) at a redemption price equal to 101% of the principal amount of such Centessa Mandatorily Redeemable Notes plus accrued and unpaid interest, if any, to, but excluding, the mandatory redemption date. The 2028 Floating Rate Notes, the 2056 Notes and the 2066 Notes do not constitute Centessa Mandatorily Redeemable Notes and will not be subject to the Centessa Special Mandatory Redemption. The above description of the Underwriting Agreement and the Notes is qualified in its entirety by reference to the Underwriting Agreement, the forms of officers’ certificate, the Indenture and the forms of the Notes filed as exhibits hereto, which exhibits are incorporated by reference herein.