Eli Lilly 8-K 2025-02-10

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 10, 2025

ELI LILLY AND COMPANY

(Exact Name of Registrant as Specified in its Charter)

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.):

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

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. ☐

On February 10, 2025, Eli Lilly and Company (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein, for the issuance and sale by the Company of $1,000,000,000 aggregate principal amount of its 4.550% Notes due 2028 (the “2028 Notes”), $1,250,000,000 aggregate principal amount of its 4.750% Notes due 2030 (the “2030 Notes”), $1,000,000,000 aggregate principal amount of its 4.900% Notes due 2032 (the “2032 Notes”), $1,250,000,000 aggregate principal amount of its 5.100% Notes due 2035 (the “2035 Notes”), $1,250,000,000 aggregate principal amount of its 5.500% Notes due 2055 (the “2055 Notes”) and $750,000,000 aggregate principal amount of its 5.600% Notes due 2065 (the “2065 Notes” and, collectively with the 2028 Notes, the 2030 Notes, the 2032 Notes, the 2035 Notes and the 2055 Notes, the “Notes”). Each series of Notes is being 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. 333-262943). The 2028 Notes accrue interest at a rate of 4.550% per annum, payable semi-annually, and, except as contemplated in the following paragraph, mature on February 12, 2028. The 2030 Notes accrue interest at a rate of 4.750% per annum, payable semi-annually, and, except as contemplated in the following paragraph, mature on February 12, 2030. The 2032 Notes accrue interest at a rate of 4.900% per annum, payable semi-annually, and, except as contemplated in the following paragraph, mature on February 12, 2032. The 2035 Notes accrue interest at a rate of 5.100% per annum, payable semi-annually, and, except as contemplated in the following paragraph, mature on February 12, 2035. The 2055 Notes accrue interest at a rate of 5.500% per annum, payable semi-annually, and, except as contemplated in the following paragraph, mature on February 12, 2055. The 2065 Notes accrue interest at a rate of 5.600% per annum, payable semi-annually, and, except as contemplated in the following paragraph, mature on February 12, 2065. Upon the closing of the offering of the Notes, which occurred on February 12, 2025, the Company realized, after deduction of underwriting discounts and before deduction of estimated offering expenses payable by the Company, net proceeds of approximately $6.46 billion.

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 Notes, in whole or in part, from time to time at the redemption prices and on the terms and conditions set forth in the Notes.

The above description of the Underwriting Agreement and the Notes is qualified in its entirety by reference to the Underwriting Agreement, the form of officers’ certificate, the Indenture and the forms of the Notes filed as exhibits hereto, which exhibits are incorporated by reference herein.

(d) Exhibits

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.