Company Update

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 23, 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 , Indiana   46285 (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. below):   ☐ 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 8.01. Other Events. On February 23, 2023, Eli Lilly and Company (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein, for the issuance and sale by the Company of $750,000,000 aggregate principal amount of its 5.000% Notes due 2026 (the “2026 Notes”), $1,000,000,000 aggregate principal amount of its 4.700% Notes due 2033 (the “2033 Notes”), $1,250,000,000 aggregate principal amount of its 4.875% Notes due 2053 (the “2053 Notes”) and $1,000,000,000 aggregate principal amount of its 4.950% Notes due 2063 (the “2063 Notes” and, collectively with the 2026 Notes, the 2033 Notes and the 2053 Notes, the “Notes”). Each series of Notes will be 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 2026 Notes accrue interest at a rate of 5.000% per annum, payable semi-annually, and, except as contemplated in the following paragraph, mature on February 27, 2026. The 2033 Notes accrue interest at a rate of 4.700% per annum, payable semi-annually, and, except as contemplated in the following paragraph, mature on February 27, 2033. The 2053 Notes accrue interest at a rate of 4.875% per annum, payable semi-annually, and, except as contemplated in the following paragraph, mature on February 27, 2053. The 2063 Notes accrue interest at a rate of 4.950% per annum, payable semi-annually, and, except as contemplated in the following paragraph, mature on February 27, 2063. Upon the closing of the offering of the Notes, which is expected to occur on February 27, 2023, the Company will realize, after deduction of underwriting discounts and before deduction of estimated offering expenses payable by the Company, net proceeds of approximately $3.96 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. Item 9.01 Financial Statements and Exhibits. (d) Exhibits     1.1    Underwriting Agreement, dated February 23, 2023, among Eli Lilly and Company and J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein.   4.1*    Indenture, dated February 1, 1991, among Eli Lilly and Company and Deutsche Bank Trust Company Americas, as successor to Citibank, N.A., as Trustee.   4.2±    Tripartite Agreement, dated September 13, 2007, appointing Deutsche Bank Trust Company Americas as Successor Trustee under the Indenture listed above.   4.3    Form of Officers’ Certificate setting forth the terms and form of the Notes.   4.4    Form of 5.000% Note due 2026 (included in Exhibit 4.3 above).   4.5    Form of 4.700% Note due 2033 (included in Exhibit 4.3 above).   4.6    Form of 4.875% Note due 2053 (included in Exhibit 4.3 above).   4.7    Form of 4.950% Note due 2063 (included in Exhibit 4.3 above).   5.1    Opinion of Kirkland & Ellis LLP.   5.2    Opinion of Jonathan Groff, Esq. 23.1    Consent of Kirkland & Ellis LLP (included as part of Exhibit 5.1). 23.2    Consent of Jonathan Groff, Esq. (included as part of Exhibit 5.2). 104    Cover Page Interactive Data File (embedded within the Inline XBRL document).   * Incorporated by reference to the same-numbered exhibit of the Company’s Registration Statement on Form S-3 (File No.  333-186979), filed with the Securities and Exchange Commission (“SEC”) on March  1, 2013.   ± Incorporated by reference to the same-numbered exhibit of the Company’s Annual Report on Form 10-K for the year ended December  31, 2008 (File No.  001-06351), filed with the SEC on February  27, 2009. 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/ Philip Johnson Name:   Philip Johnson Title:   Group Vice President, Treasurer and Head of Corporate Transactions Dated:   February 24, 2023