LLY / Eli Lilly and Company - SEC-Einreichungen, Jahresbericht, Proxy Statement

ELI LILLY AND COMPANY Officers’ Certificate Pursuant to Section 3.01 of the Indenture , 2026

EX-4.3 Exhibit 4.3 ELI LILLY AND COMPANY Officers’ Certificate Pursuant to Section 3.01 of the Indenture , 2026 The undersigned, Jon Haug, Senior Vice President, Treasurer and Corporate Finance and Investment Banking of Eli Lilly and Company, an Indiana corporation (the “Company”), and Christopher Anderson, Vice President, Leader of Corporate Securities and Assistant Secretary of the Company, purs

ELI LILLY AND COMPANY Underwriting Agreement

EX-1.1 Exhibit 1.1 ELI LILLY AND COMPANY Underwriting Agreement May 6, 2026 Morgan Stanley & Co. LLC Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Goldman Sachs & Co. LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New Yor

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 20, 2026 ELI LILLY AND COMPAN

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 20, 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

ELI LILLY AND COMPANY Officers’ Certificate Pursuant to Section 3.01 of the Indenture , 2026

EX-4.4 Exhibit 4.4 ELI LILLY AND COMPANY Officers’ Certificate Pursuant to Section 3.01 of the Indenture , 2026 The undersigned, Jon Haug, Senior Vice President, Treasurer and Corporate Finance and Investment Banking of Eli Lilly and Company, an Indiana corporation (the “Company”), and Christopher Anderson, Vice President, Leader of Corporate Securities and Assistant Secretary of the Company, purs

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ELI LILLY AND COMPANY (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ELI LILLY AND COMPANY (Exact name of registrant as specified in its charter) Indiana 001-06351 (State or other jurisdiction of incorporation) (Commission File Number) Lilly Corporate Center Indianapolis, Indiana (Address of principal executive offices) Jamie Burnett (463-320-7873) (Name an

Eli Lilly and Company Conflict Minerals Report For the Year Ended December 31, 2025

Exhibit 1.01 Eli Lilly and Company Conflict Minerals Report For the Year Ended December 31, 2025 As required by Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”), Eli Lilly and Company (the “Company”) has filed this Conflict Minerals Report (the “Report”). This Report covers Company products manufactured from January 1 through December 31, 2025 for which columbite-tantalite (coltan

Security Type

Calculation of Filing Fee Tables S-3 ELI LILLY & Co Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt Floating Rate Notes due 2028 457(r) 750,000,000 $ 1.

$9,000,000,000 Eli Lilly and Company $750,000,000 Floating Rate Notes Due 2028 Interest payable on February 20, May 20, August 20 and November 20 $500,000,000 Floating Rate Notes Due 2029 Interest payable on February 20, May 20, August 20 and Novembe

424B2 Filed Pursuant to Rule 424(b)(2) Registration No. 333-285052 Prospectus Supplement (To Prospectus dated February 19, 2025) $9,000,000,000 Eli Lilly and Company $750,000,000 Floating Rate Notes Due 2028 Interest payable on February 20, May 20, August 20 and November 20 $500,000,000 Floating Rate Notes Due 2029 Interest payable on February 20, May 20, August 20 and November 20 $750,000,000 4.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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 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 N

Eli Lilly and Company Pricing Term Sheet $9,000,000,000 aggregate principal amount of Notes offered, consisting of: Floating Rate Notes due 2028 (the “2028 Floating Rate Notes”) Floating Rate Notes due 2029 (the “2029 Floating Rate Notes”) 4.150% Not

FWP Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. 333-285052 Dated May 6, 2026 Eli Lilly and Company Pricing Term Sheet $9,000,000,000 aggregate principal amount of Notes offered, consisting of: Floating Rate Notes due 2028 (the “2028 Floating Rate Notes”) Floating Rate Notes due 2029 (the “2029 Floating Rate Notes”) 4.150% Notes due 2029 (the “2029 Notes”) 4.375% N

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT, DATED MAY 6, 2026

424B2 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-285052 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities is effective under the Securities Act of 1933, as amended. We are not using this preliminary prospectus supplement and the accompanying prospectus to offer to sell or

Lilly reports first-quarter 2026 financial results, raises full year guidance, and highlights momentum of new medicines

April 30, 2026 For release: Immediately Refer to: Ashley Hennessey; gentryashleyjo@lilly.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2026 COMMISSION FILE NUMBER 001-6351 EL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2026 COMMISSION FILE NUMBER 001-6351 ELI LILLY AND COMPANY (Exact name of Registrant as specified in its charter) Indiana 35-0470950 (State or other jurisdiction of (I.R.S. Employer incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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, 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 Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant  ☐ Filed by a Party other than the Registrant  ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant  ☐ Filed by a Party other than the Registrant  ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

Eli Lilly and Company Relative Value Award Agreement

Eli Lilly and Company Relative Value Award Exhibit 10.4 Form of Relative Value Award Under the 2002 Lilly Stock Plan Eli Lilly and Company Relative Value Award Agreement This Relative Value Award has been granted on [•] (“Grant Date”) by Eli Lilly and Company, an Indiana corporation, with its principal offices in Indianapolis, Indiana (“Lilly” or the “Company”), to the Eligible Individual who has

POWER OF ATTORNEY

Exhibit 24 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Anat Hakim, Lucas Montarce, and Donald Zakrowski, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, to sign, execute and file with the Securities and Exchange Commissi

Eli Lilly and Company Revenue Growth Award Agreement (for Executives and Executive Officers)

Exhibit 10.3 Form of Revenue Growth Award under the 2002 Lilly Stock Plan Eli Lilly and Company Revenue Growth Award Agreement (for Executives and Executive Officers) This Revenue Growth Award has been granted on [•] (“Grant Date”) by Eli Lilly and Company, an Indiana corporation, with its principal offices in Indianapolis, Indiana (“Lilly” or the “Company”), to the Eligible Individual who has rec

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-K Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2025 Commission file number 001-06351 ELI LI

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-K Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2025 Commission file number 001-06351 ELI LILLY AND COMPANY (Exact name of Registrant as specified in its charter) Indiana 35-0470950 (State or other jurisdiction of (I.R.S. Employer incorporati

The following are subsidiaries and affiliated companies of Eli Lilly and Company at December 31, 2025. Certain subsidiaries have been omitted as they are not significant in the aggregate. State or Jurisdiction of Incorporation or Organization Adverum

Exhibit 21 — List of Subsidiaries & Affiliates The following are subsidiaries and affiliated companies of Eli Lilly and Company at December 31, 2025.

This Policy Applies To:

Global Policy February 10, 2026 Exhibit 19 — Eli Lilly Insider Trading Policy This Policy Applies To: Directors, officers or employees of Eli Lilly and Company or its subsidiaries (“Lilly”).

Eli Lilly and Company Restricted Stock Unit Award Agreement (for Executives and Executive Officers)

Exhibit 10.5 Form of Restricted Stock Unit Award under the 2002 Lilly Stock Plan Eli Lilly and Company Restricted Stock Unit Award Agreement (for Executives and Executive Officers) This Restricted Stock Unit Award has been granted on [•] (“Grant Date”) by Eli Lilly and Company, an Indiana corporation, with its principal offices in Indianapolis, Indiana (“Lilly” or the “Company”), to the Eligible I

Lilly reports fourth-quarter 2025 financial results and provides 2026 guidance

February 4, 2026 For release: Immediately Refer to: Ashley Hennessey; gentryashleyjo@lilly.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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 F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) ADVERUM BIOTECHNOLOGIES, INC. (Name of Subject Comp

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) ADVERUM BIOTECHNOLOGIES, INC. (Name of Subject Company (issuer)) FLYING TIGERS ACQUISITION CORPORATION (Offeror) a direct wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror)

Lilly and Adverum announce expiration and completion of Adverum tender offer and acquisition

EX-99.(a)(5)(B) Exhibit (a)(5)(B) December 9, 2025  For Release: Immediately Refer to: Ashley Hennessey; [email protected] ; 317-416-4363 (Media) Michael Czapar; [email protected]; 317-617-0983 (Investors) Lilly and Adverum announce expiration and completion of Adverum tender offer and acquisition INDIANAPOLIS, December 9, 2025 — Eli Lilly and Company (NYSE: LLY) and Adverum Biotechn

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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 18, 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ADVERUM BIOTECHNOLOGIES, INC. (Name of Subject Company (issuer)) FLYI

SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ADVERUM BIOTECHNOLOGIES, INC. (Name of Subject Company (issuer)) FLYING TIGERS ACQUISITION CORPORATION (Offeror) a direct wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names of Filing Per

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is being made only by the Offer to Purchase, dated November 7, 2025 (the “Offer to Purchase”) and the rel

EX-99.(a)(1)(E) Exhibit (a)(1)(E) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is being made only by the Offer to Purchase, dated November 7, 2025 (the “Offer to Purchase”) and the related Letter of Transmittal, as each may be amended or supplemented from time to time, and is being made to all holde

Offer to Purchase All Outstanding Shares of Common Stock ADVERUM BIOTECHNOLOGIES, INC. $3.56 per share, net to the stockholder in cash, without interest and less any applicable tax withholding, plus one non-tradable contingent value right (“CVR”) per

EX-99.(a)(1)(C) Exhibit (a)(1)(C) Offer to Purchase All Outstanding Shares of Common Stock of ADVERUM BIOTECHNOLOGIES, INC. at $3.56 per share, net to the stockholder in cash, without interest and less any applicable tax withholding, plus one non-tradable contingent value right (“CVR”) per share, which represents the contractual right to receive up to two contingent cash payments of up to an aggre

FIRST AMENDMENT TO CONFIDENTIALITY AGREEMENT

EX-99.(d)(5) Exhibit (d)(5) FIRST AMENDMENT TO CONFIDENTIALITY AGREEMENT This First Amendment to the Confidentiality Agreement (this “Amendment”) is entered into and made effective as of November 4, 2025 (the “Effective Date”) by and between Eli Lilly and Company and its Affiliates, having its principal place of business at Lilly Corporate Center, Indianapolis, Indiana 46285, United States (“Lilly

LETTER OF TRANSMITTAL to Tender Shares of Common Stock ADVERUM BIOTECHNOLOGIES, INC. $3.56 per share, net to the stockholder in cash, without interest and less any applicable tax withholding, plus one non-tradable contingent value right (“CVR”) per s

EX-99.(a)(1)(B) Exhibit (a)(1)(B) LETTER OF TRANSMITTAL to Tender Shares of Common Stock of ADVERUM BIOTECHNOLOGIES, INC. at $3.56 per share, net to the stockholder in cash, without interest and less any applicable tax withholding, plus one non-tradable contingent value right (“CVR”) per share, which represents the contractual right to receive up to two contingent cash payments of up to an aggrega

Table 1: Transaction Valuation

Calculation of Filing Fee Tables Table 1: Transaction Valuation Transaction Valuation Fee Rate Amount of Filing Fee Fees to be Paid 1 $ 120,981,692.

Offer to Purchase All Outstanding Shares of Common Stock ADVERUM BIOTECHNOLOGIES, INC. $3.56 per share, net to the stockholder in cash, without interest and less any applicable tax withholding, plus one non-tradable contingent value right (“CVR”) per

EX-99.(a)(1)(A) Exhibit (a)(1)(A) Offer to Purchase All Outstanding Shares of Common Stock of ADVERUM BIOTECHNOLOGIES, INC. at $3.56 per share, net to the stockholder in cash, without interest and less any applicable tax withholding, plus one non-tradable contingent value right (“CVR”) per share, which represents the contractual right to receive up to two contingent cash payments of up to an aggre

CONFIDENTIALITY AGREEMENT

EX-99.(d)(4) Exhibit (d)(4) CONFIDENTIALITY AGREEMENT THIS CONFIDENTIALITY AGREEMENT (the “Agreement”) is made on the last date signed below, (the “Effective Date”), between Eli Lilly and Company and its Affiliates, having its principal place of business at Lilly Corporate Center, Indianapolis, Indiana 46285, United States (“Lilly”), and Adverum Biotechnologies, Inc., having its principal place of

Offer to Purchase All Outstanding Shares of Common Stock ADVERUM BIOTECHNOLOGIES, INC. $3.56 per share, net to the stockholder in cash, without interest and less any applicable tax withholding, plus one non-tradable contingent value right (“CVR”) per

EX-99.(a)(1)(D) Exhibit (a)(1)(D) Offer to Purchase All Outstanding Shares of Common Stock of ADVERUM BIOTECHNOLOGIES, INC. at $3.56 per share, net to the stockholder in cash, without interest and less any applicable tax withholding, plus one non-tradable contingent value right (“CVR”) per share, which represents the contractual right to receive up to two contingent cash payments of up to an aggre

Lilly reports third-quarter 2025 financial results, highlights R&D pipeline momentum and raises 2025 guidance

October 30, 2025 For release: Immediately Refer to: Ashley Hennessey; gentryashleyjo@lilly.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2025 COMMISSION FILE NUMBER 001-635

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2025 COMMISSION FILE NUMBER 001-6351 ELI LILLY AND COMPANY (Exact name of Registrant as specified in its charter) Indiana 35-0470950 (State or other jurisdiction of (I.R.S. Employer inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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 F

Lilly to Acquire Adverum Biotechnologies Adverum’s lead program, Ixo-vec, is a Phase 3 gene therapy designed to treat vision loss associated with wet age-related macular degeneration with a single intravitreal dose Acquisition aligns Lilly’s genetic

EX-99.1 Exhibit 99.1 October 24, 2025 For Release: Immediately Refer to: Ashley Hennessey; [email protected] ; 317-416-4363 (Media) Jason Awe, PhD; [email protected]; (Adverum) Michael Czapar; [email protected]; 317-617-0983 (Investors) Lilly to Acquire Adverum Biotechnologies Adverum’s lead program, Ixo-vec, is a Phase 3 gene therapy designed to treat vision loss associated with wet

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ADVERUM BIOTECHNOLOGIES, INC. (Name of Subject Company (issuer)) FLYI

SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ADVERUM BIOTECHNOLOGIES, INC. (Name of Subject Company (issuer)) FLYING TIGERS ACQUISITION CORPORATION (Offeror) A wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names of Filing Persons (i

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144 0000316011 XXXXXXXX LIVE 0000059478 ELI LILLY AND CO 001-06351 LILLY CORPORATE CTR DROP CODE 1094 INDIANAPOLIS IN 46285 3172762000 LILLY ENDOWMENT INC 10% Stockholder Common Stock J.

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144 0000316011 XXXXXXXX LIVE 0000059478 ELI LILLY AND CO 001-06351 LILLY CORPORATE CTR DROP CODE 1094 INDIANAPOLIS IN 46285 3172762000 LILLY ENDOWMENT INC 10% Stockholder Common Stock Fidelity Capital Markets 640 Fifth Avenue New York NY 10019 300000 251961000 946456759 10/06/2025 NYSE, NASDAQ Common Stock 02/10/1948 Gift J.

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144 0000316011 XXXXXXXX LIVE 0000059478 ELI LILLY AND CO 001-06351 LILLY CORPORATE CTR DROP CODE 1094 INDIANAPOLIS IN 46285 3172762000 LILLY ENDOWMENT INC 10% Stockholder Common Stock J.

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144 0000316011 XXXXXXXX LIVE 0000059478 ELI LILLY AND CO 001-06351 LILLY CORPORATE CTR DROP CODE 1094 INDIANAPOLIS IN 46285 3172762000 LILLY ENDOWMENT INC 10% Stockholder Common Stock Fidelity Capital Markets 640 Fifth Avenue New York NY 10019 295000 225085000 946456759 10/01/2025 NYSE, NASDAQ Common Stock 02/10/1948 Gift J.

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144 0000316011 XXXXXXXX LIVE 0000059478 ELI LILLY AND CO 001-06351 LILLY CORPORATE CTR DROP CODE 1094 INDIANAPOLIS IN 46285 3172762000 LILLY ENDOWMENT INC 10% Stockholder Common Stock J.

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144 0001561539 XXXXXXXX LIVE 0000059478 ELI LILLY AND COMPANY 001-06351 Lilly Corporate Center Indianapolis IN 46285 3176556984 DONALD ZAKROWSKI Officer Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 2000 1468340.

ELI LILLY AND COMPANY Underwriting Agreement

EX-1.1 Exhibit 1.1 ELI LILLY AND COMPANY Underwriting Agreement August 18, 2025 Citigroup Global Markets Inc. Goldman Sachs & Co. LLC J.P. Morgan Securities LLC Mizuho Securities USA LLC Morgan Stanley & Co. LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 c/o Goldman Sachs & Co. LLC 200 W

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 18, 2025 ELI LILLY AND COM

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 18, 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 Fi

ELI LILLY AND COMPANY Officers’ Certificate Pursuant to Section 3.01 of the Indenture , 2025

EX-4.3 Exhibit 4.3 ELI LILLY AND COMPANY Officers’ Certificate Pursuant to Section 3.01 of the Indenture , 2025 The undersigned, Jon Haug, Senior Vice President, Treasurer and Corporate Finance and Investment Banking of Eli Lilly and Company, an Indiana corporation (the “Company”), and Christopher Anderson, Vice President, Leader of Corporate Securities and Assistant Secretary of the Company, purs

ELI LILLY AND COMPANY Officers’ Certificate Pursuant to Section 3.01 of the Indenture     , 2025

EX-4.4 Exhibit 4.4 ELI LILLY AND COMPANY Officers’ Certificate Pursuant to Section 3.01 of the Indenture     , 2025 The undersigned, Jon Haug, Senior Vice President, Treasurer and Corporate Finance and Investment Banking of Eli Lilly and Company, an Indiana corporation (the “Company”), and Christopher Anderson, Vice President, Leader of Corporate Securities and Assistant Secretary of the Company,

$6,750,000,000 Eli Lilly and Company $750,000,000 Floating Rate Notes Due 2028 Interest payable on January 15, April 15, July 15 and October 15 $1,000,000,000 4.000% Notes Due 2028 Interest payable on April 15 and October 15 $750,000,000 4.250% Notes

424B2 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-285052 Prospectus Supplement (To Prospectus dated February 19, 2025) $6,750,000,000 Eli Lilly and Company $750,000,000 Floating Rate Notes Due 2028 Interest payable on January 15, April 15, July 15 and October 15 $1,000,000,000 4.000% Notes Due 2028 Interest payable on April 15 and October 15 $750,000,000 4.250% Notes Du

Security Type

Calculation of Filing Fee Tables S-3 ELI LILLY & Co Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt Floating Rate Notes due 2028 457(r) 750,000,000 $ 750,000,000.

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT, DATED AUGUST 18, 2025

424B2 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-285052 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities is effective under the Securities Act of 1933, as amended. We are not using this preliminary prospectus supplement and the accompanying prospectus to offer to sell or

Eli Lilly and Company $6,750,000,000 aggregate principal amount of Notes offered Pricing Term Sheet Floating Rate Notes due 2028 (the “Floating Rate Notes”) 4.000% Notes due 2028 (the “2028 Notes”) 4.250% Notes due 2031 (the “2031 Notes”) 4.550% Note

FWP Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. 333-285052 Dated August 18, 2025 Eli Lilly and Company $6,750,000,000 aggregate principal amount of Notes offered Pricing Term Sheet Floating Rate Notes due 2028 (the “Floating Rate Notes”) 4.000% Notes due 2028 (the “2028 Notes”) 4.250% Notes due 2031 (the “2031 Notes”) 4.550% Notes due 2032 (the “2032 Notes”) 4.900

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2025 COMMISSION FILE NUMBER 001-6351 ELI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2025 COMMISSION FILE NUMBER 001-6351 ELI LILLY AND COMPANY (Exact name of Registrant as specified in its charter) Indiana 35-0470950 (State or other jurisdiction of (I.R.S. Employer incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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 Fil

Lilly reports second-quarter 2025 financial results and raises guidance

August 7, 2025 For release: Immediately Refer to: Ashley Hennessey; gentryashleyjo@lilly.

Joint Press Release issued by Eli Lilly and Company and Verve Therapeutics, Inc. on July 24, 2025.

EX-99.(a)(5)(B) Exhibit (a)(5)(B) July 24, 2025 For Release: Immediately Refer to: Ashley Hennessey; [email protected]; 317-416-4363 (Media) Michael Czapar; [email protected]; 317-617-0983 (Investors) Lilly and Verve announce expiration of Verve tender offer INDIANAPOLIS, July 24, 2025 — Eli Lilly and Company (NYSE: LLY) and Verve Therapeutics, Inc. (NASDAQ: VERV) today announced tha

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) VERVE THERAPEUTICS, INC. (Name of Subject Company (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) VERVE THERAPEUTICS, INC. (Name of Subject Company (issuer)) RIDGEWAY ACQUISITION CORPORATION (Offeror) an indirect wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names of Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) VERVE THERAPEUTICS, INC. (Name of Subject Company (

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) VERVE THERAPEUTICS, INC. (Name of Subject Company (issuer)) RIDGEWAY ACQUISITION CORPORATION (Offeror) an indirect wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) VERVE THERAPEUTICS, INC. (Name of Subject Company (

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) VERVE THERAPEUTICS, INC. (Name of Subject Company (issuer)) RIDGEWAY ACQUISITION CORPORATION (Offeror) an indirect wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names

Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

Exhibit (a)(1)(D) Offer to Purchase All Outstanding Shares of Common Stock of VERVE THERAPEUTICS, INC.

Confidentiality Agreement, dated January 13, 2025, between Eli Lilly and Company and Verve Therapeutics, Inc.

Exhibit (d)(6) CONFIDENTIALITY AGREEMENT THIS CONFIDENTIALITY AGREEMENT (the “Agreement”) is made on the last date signed below, (the “Effective Date”), between Eli Lilly And Company, having its principal place of business at Lilly Corporate Center, Indianapolis, Indiana 46285, United States (“Lilly”), and Verve Therapeutics, Inc.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Schedule TO VERVE THERAPEUTICS, INC. (Name of Subject Company (issuer)) RIDGEWAY ACQUISITION CORPORATION (Offeror) an indirect wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names of Filing Persons (identifying status as offeror, issuer or other person)) Table 1-Transaction Valuation  Transaction  Valuation* Fee rate  Amount of  F

Offer to Purchase, dated June 25, 2025.

Exhibit (a)(1)(A) Offer to Purchase All Outstanding Shares of Common Stock of VERVE THERAPEUTICS, INC.

Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

Exhibit (a)(1)(C) Offer to Purchase All Outstanding Shares of Common Stock of VERVE THERAPEUTICS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 VERVE THERAPEUTICS, INC. (Name of Subject Company (issuer)) RIDGEWAY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 VERVE THERAPEUTICS, INC. (Name of Subject Company (issuer)) RIDGEWAY ACQUISITION CORPORATION (Offeror) an indirect wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names of Filing Persons (identifyi

Summary Advertisement, as published in The Wall Street Journal on June 25, 2025.

Exhibit (a)(1)(E) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).

Exclusivity Agreement, dated May 24, 2025, between Eli Lilly and Company and Verve Therapeutics, Inc.

Exhibit (d)(7) EXCLUSIVITY AGREEMENT This EXCLUSIVITY AGREEMENT (this “Agreement”) is effective as of May 24, 2025, by and between Verve Therapeutics, Inc.

Form of Letter of Transmittal (including Internal Revenue Service Form W-9).

Exhibit (a)(1)(B) LETTER OF TRANSMITTAL to Tender Shares of Common Stock of VERVE THERAPEUTICS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024. OR o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-06351 A.Full title of the plan and the addr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 VERVE THERAPEUTICS, INC. (Name of Subject Company (issuer)) RIDGEWAY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 VERVE THERAPEUTICS, INC. (Name of Subject Company (issuer)) RIDGEWAY ACQUISITION CORPORATION (Offeror) an indirect wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names of Filing Persons (identifyi

Joint Press Release issued by Eli Lilly and Company and Verve Therapeutics, Inc. on June 17, 2025 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Eli Lilly and Company with the Securities and Exchange Commission on June 17, 2025).

Exhibit 99.1 June 17, 2025 For Release: Immediately Refer to: Ashley Hennessey; [email protected]; 317-416-4363 (Media) Michael Czapar; [email protected]; 317-617-0983 (Investors) Ashlea Kosikowski; [email protected] (Verve) Lilly to acquire Verve Therapeutics to advance one-time treatments for people with high cardiovascular risk Verve’s leading programs aim to deliver lifelong ca

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on June 13, 2025, pursuant to the provisions of Rule 12d2-2 (a).

Conflict Minerals Report of Eli Lilly and Company for the year ended December 31, 2024.

Exhibit 1.01 Eli Lilly and Company Conflict Minerals Report For the Year Ended December 31, 2024 As required by Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”), Eli Lilly and Company (the “Company”) has filed this Conflict Minerals Report (the “Report”). This Report covers Company products manufactured from January 1 through December 31, 2024 for which columbite-tantalite (coltan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ELI LILLY AND COMPANY (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ELI LILLY AND COMPANY (Exact name of registrant as specified in its charter) Indiana 001-06351 (State or other jurisdiction of incorporation) (Commission File Number) Lilly Corporate Center Indianapolis, Indiana (Address of principal executive offices) Jonathan Groff (317-450-5089) (Name a

Submission of Matters to a Vote of Security Holders

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 5, 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 N

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 N

Lilly reports first-quarter 2025 financial results and highlights pipeline momentum

May 1, 2025 For release: Immediately Refer to: Ashley Hennessey; gentryashleyjo@lilly.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2025 COMMISSION FILE NUMBER 001-6351 EL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2025 COMMISSION FILE NUMBER 001-6351 ELI LILLY AND COMPANY (Exact name of Registrant as specified in its charter) Indiana 35-0470950 (State or other jurisdiction of (I.R.S. Employer incorpo

Notice of Exempt Solicitation Pursuant to Rule 14a-103

Notice of Exempt Solicitation Pursuant to Rule 14a-103 Name of Registrant: Eli Lilly and Company (LLY) Name of person relying on exemption: John Chevedden, Eli Lilly Shareholder Address of persons relying on exemption: POB 2673, Redondo Beach, CA 90278 The attached written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Eli Lilly and Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount  Registered  Proposed  Maximum  Offering Price Per Unit Maximum  Aggregate  Offering Price Fee Rate Amount of  Registratio

Form of Relative Value Award under the 2002 Lilly Stock Plan

Exhibit 10.4 Form of Relative Value Award under the 2002 Lilly Stock Plan Eli Lilly and Company Relative Value Award Agreement (for Executive Officers) This Relative Value Award has been granted on [•] (“Grant Date”) by Eli Lilly and Company, an Indiana corporation, with its principal offices in Indianapolis, Indiana (“Lilly” or the “Company”), to the Eligible Individual who has received this Rela

Trading Lilly Securities Global Procedure*

Trading Lilly Securities Global Procedure Version 1.3 February 22, 2023 Exhibit 19 Trading Lilly Securities Global Procedure Basic Principles This Trading Lilly Securities Procedure (“Trading Procedure”) governs transactions in Lilly Securities and the handling of confidential information about Lilly and the companies with which Lilly does business.1 Lilly has adopted this Trading Procedure to pro

The Lilly Directors' Deferral Plan, as amended

Exhibit 10.8 The Lilly Director’s Deferral Plan, as amended ELI LILLY AND COMPANY THE LILLY DIRECTORS' DEFERRAL PLAN (as Amended and Restated Effective January 1, 2025) Preamble The Lilly Directors’ Deferral Plan has been established by the Company for the purpose of providing an opportunity for Directors of the Company who are not salaried employees of the Company to voluntarily defer receipt of

Form T-1 Statement of Eligibility under the Trust Indenture Act of Deutsche Bank Trust Company Americas, as successor to Citibank, N.A., as trustee.

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly BANKERS TRUST COMPANY) (Exact name of trustee as specifi

As filed with the U.S. Securities and Exchange Commission on February 19, 2025

Table of Contents As filed with the U.S. Securities and Exchange Commission on February 19, 2025 Registration No. 333-      UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Eli Lilly and Company (Exact name of registrant as specified in its charter) Indiana 35-0470950 (State or other jurisdiction of incorporati

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-K Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2024 Commission file number 001-06351 ELI LI

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-K Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2024 Commission file number 001-06351 ELI LILLY AND COMPANY (Exact name of Registrant as specified in its charter) Indiana 35-0470950 (State or other jurisdiction of (I.R.S. Employer incorporati

Form of Restricted Stock Unit Award under the 2002 Lilly Stock Plan

Exhibit 10.5 Form of Restricted Stock Unit Award under the 2002 Lilly Stock Plan Eli Lilly and Company Restricted Stock Unit Award Agreement (for Executive Officer) This Restricted Stock Unit Award has been granted on [•] (“Grant Date”) by Eli Lilly and Company, an Indiana corporation, with its principal offices in Indianapolis, Indiana (“Lilly” or the “Company”), to the Eligible Individual who ha

The Lilly Deferred Compensation Plan, as amended

Exhibit 10.7 The Lilly Deferred Compensation Plan, as amended ELI LILLY AND COMPANY THE LILLY DEFERRED COMPENSATION PLAN (as Amended and Restated Effective January 1, 2025) Preamble The Lilly Deferred Compensation Plan (the “Plan”) provides selected employees of Eli Lilly and Company (the “Company”) the opportunity to defer receipt of a portion of their compensation and have that deferred compensa

Form of Shareholder Value Award under the 2002 Lilly Stock Plan

Exhibit 10.3 Form of Shareholder Value Award under the 2002 Lilly Stock Plan Eli Lilly and Company Shareholder Value Award Agreement (for Executive Officers) This Shareholder Value Award has been granted on [•] (“Grant Date”) by Eli Lilly and Company, an Indiana corporation, with its principal offices in Indianapolis, Indiana (“Lilly” or the “Company”), to the Eligible Individual who has received

List of Subsidiaries*

Exhibit 21 — List of Subsidiaries & Affiliates The following are subsidiaries and affiliated companies of Eli Lilly and Company at December 31, 2024.

Form of Officers’ Certificate setting forth the terms and form of the Notes.

Exhibit 4.3 ELI LILLY AND COMPANY Officers’ Certificate Pursuant to Section 3.01 of the Indenture , 2025 The undersigned, Jon Haug, Senior Vice President, Treasurer and Corporate Finance and Investment Banking of Eli Lilly and Company, an Indiana corporation (the “Company”), and Christopher Anderson, Assistant Vice President, Leader of Corporate Securities and Assistant Secretary of the Company, p

Current Report

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) Indiana 001-06351 35-0470950 (State or Other Jurisdiction of Incorporation) (Commission

Underwriting Agreement, dated February 10, 2025, among Eli Lilly and Company and 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.

Exhibit 1.1 ELI LILLY AND COMPANY Underwriting Agreement February 10, 2025 Barclays Capital Inc. BofA Securities, Inc. Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Goldman Sachs & Co. LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 c/o BofA Securities, Inc. One Bryant Park New York,

Calculation of Filing Fee Tables (1) (Form Type) Eli Lilly and Company (Exact Name of Registrant as Specified in its Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables (1) 424(b)(2) (Form Type) Eli Lilly and Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Debt 4.

$6,500,000,000 Eli Lilly and Company $1,000,000,000 4.550% Notes Due 2028 Interest payable on February 12 and August 12 $1,250,000,000 4.750% Notes Due 2030 Interest payable on February 12 and August 12 $1,000,000,000 4.900% Notes Due 2032 Interest p

Filed Pursuant to Rule 424(b)(2) Registration No. 333-262943 Prospectus Supplement (To Prospectus dated February 24, 2022) $6,500,000,000 Eli Lilly and Company $1,000,000,000 4.550% Notes Due 2028 Interest payable on February 12 and August 12 $1,250,000,000 4.750% Notes Due 2030 Interest payable on February 12 and August 12 $1,000,000,000 4.900% Notes Due 2032 Interest payable on February 12 and A

Eli Lilly and Company $6,500,000,000 aggregate principal amount of Notes offered Pricing Term Sheet 4.550% Notes due 2028 (the “2028 Notes”) 4.750% Notes due 2030 (the “2030 Notes”) 4.900% Notes due 2032 (the “2032 Notes”) 5.100% Notes due 2035 (the

Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. 333-262943 Dated February 10, 2025 Eli Lilly and Company $6,500,000,000 aggregate principal amount of Notes offered Pricing Term Sheet 4.550% Notes due 2028 (the “2028 Notes”) 4.750% Notes due 2030 (the “2030 Notes”) 4.900% Notes due 2032 (the “2032 Notes”) 5.100% Notes due 2035 (the “2035 Notes”) 5.500% Notes due 2055 (

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT, DATED FEBRUARY 10, 2025

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-262943 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities is effective under the Securities Act of 1933, as amended. We are not using this preliminary prospectus supplement and the accompanying prospectus to offer to sell or to sol

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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 F

Lilly reports full Q4 2024 financial results and provides 2025 guidance

Feb. 6, 2025 For release: Immediately Refer to: Ashley Hennessey; [email protected]; (317) 416-4363 (Media) Mike Czapar; [email protected]; (317) 617-0983 (Investors) Lilly reports full Q4 2024 financial results and provides 2025 guidance •Revenue in Q4 2024 increased 45% to $13.53 billion driven by volume growth from Mounjaro and Zepbound. Non-incretin revenue(i) grew by 20% compare

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 F

Lilly provides update on 2024 revenue guidance, announces 2025 revenue guidance 2024 revenue is expected to be approximately $45.0 billion for the full year, $4.0 billion above the midpoint of first-time 2024 financial guidance Q4 2024 revenue is exp

January 14, 2025 For Release: Immediately Refer to: Carrie Munk; munkcarrie@lilly.

Lilly announces changes on board of directors

November 19, 2024 For Release: Immediately Refer to: Carrie Munk; munkcarrie@lilly.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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 19, 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

LLY / Eli Lilly and Company / PNC FINANCIAL SERVICES GROUP, INC. - SC 13G/A Passive Investment

SC 13G/A 1 d884825dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5) Eli Lilly and Company (Name of Issuer) Common Stock (Title of Class of Securities) 532457108 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2024 COMMISSION FILE NUMBER 001-635

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2024 COMMISSION FILE NUMBER 001-6351 ELI LILLY AND COMPANY (Exact name of Registrant as specified in its charter) Indiana 35-0470950 (State or other jurisdiction of (I.R.S. Employer inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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 F

Lilly reports Q3 2024 financial results highlighted by strong volume-driven revenue growth from New Products

Oct. 30, 2024 For release: Immediately Refer to: Jordan Bishop; [email protected]; (317) 374-1878 (Media) Joe Fletcher; [email protected]; (317) 296-2884 (Investors) Lilly reports Q3 2024 financial results highlighted by strong volume-driven revenue growth from New Products •Revenue in Q3 2024 increased 20%, driven by volume growth from Mounjaro and Zepbound, partially offset by $1.42 bill

AR:LLY / Eli Lilly and Company - Depositary Receipt (Common Stock) / LILLY ENDOWMENT INC - SC 13G/A Passive Investment

SC 13G/A 1 lilly241106sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 40) Eli Lilly and Company (Name of Issuer) Common Stock, Without Par Value (Title of Class of Securities) 532457-10-8 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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): September 5, 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

2

Sept. 9, 2024 For Release: Immediately Refer to: Jordan Bishop; [email protected]; (317) 473-5712 (Media) Joe Fletcher; [email protected]; (317) 296-2884 (Investors) Lilly appoints Lucas Montarce as executive vice president and chief financial officer INDIANAPOLIS, Sept. 9, 2024 – Eli Lilly and Company (NYSE: LLY) today announced the appointment of Lucas Montarce as executive vice presiden

Press Release issued by Lilly on August 16, 2024.

EX-99.(a)(5)(B) Exhibit (a)(5)(B) Aug. 16, 2024 For Release: Immediately Refer to: Jordan Bishop; [email protected]; 317-374-1878 (Media) Joe Fletcher; [email protected]; 317-296-2884 (Investors) Lilly Completes Acquisition of Morphic to Improve Outcomes and Expand Options for People Living with Inflammatory Bowel Disease Broadens Lilly’s immunology pipeline with Morphic’s oral integrin th

Lilly announces retirement of Marschall S. Runge from its Board of Directors

Aug. 16, 2024 For Release: Immediately Refer to: Jordan Bishop; [email protected]; 317-374-1878 (Media) Joe Fletcher; [email protected]; 317-296-2884 (Investors) Lilly announces retirement of Marschall S. Runge from its Board of Directors INDIANAPOLIS, Aug. 16, 2024 - Eli Lilly and Company (NYSE: LLY) announced today that Marschall S. Runge, M.D., Ph.D. is retiring from his role as an inde

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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 13, 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 Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) MORPHIC HOLDING, INC. (Name of Subject Company (iss

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) MORPHIC HOLDING, INC. (Name of Subject Company (issuer)) RAINIER ACQUISITION CORPORATION (Offeror) a wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names of Filing Pers

Underwriting Agreement, dated August 12, 2024, among Eli Lilly and Company and BNP Paribas Securities Corp., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein.

Exhibit 1.1 Execution Version ELI LILLY AND COMPANY Underwriting Agreement August 12, 2024 BNP Paribas Securities Corp. Citigroup Global Markets Inc. Goldman Sachs & Co. LLC J.P. Morgan Securities LLC Morgan Stanley & Co. LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o BNP Paribas Securities Corp. 787 Seventh Avenue New York, New York 10019 c/o Citigroup Global M

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 12, 2024 ELI LILLY AND COM

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 12, 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 Fi

Form of Officers’ Certificate setting forth the terms and form of the Notes.

Exhibit 4.3 ELI LILLY AND COMPANY Officers’ Certificate Pursuant to Section 3.01 of the Indenture , 2024 The undersigned, Gordon Brooks, Interim Chief Financial Officer, Group Vice President, Controller and Corporate Strategy of Eli Lilly and Company, an Indiana corporation (the “Company”), and Christopher Anderson, Assistant Vice President, Leader of Corporate Securities and Assistant Secretary o

$5,000,000,000 Eli Lilly and Company $750,000,000 4.150% Notes Due 2027 Interest payable on February 14 and August 14 $1,000,000,000 4.200% Notes Due 2029 Interest payable on February 14 and August 14 $1,250,000,000 4.600% Notes Due 2034 Interest pay

424B2 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-262943 Prospectus Supplement (To Prospectus dated February 24, 2022) $5,000,000,000 Eli Lilly and Company $750,000,000 4.150% Notes Due 2027 Interest payable on February 14 and August 14 $1,000,000,000 4.200% Notes Due 2029 Interest payable on February 14 and August 14 $1,250,000,000 4.600% Notes Due 2034 Interest payabl

Calculation of Filing Fee Tables (1) 424(b)(2) (Form Type) Eli Lilly and Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables (1) 424(b)(2) (Form Type) Eli Lilly and Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Debt 4.

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT, DATED AUGUST 12, 2024

424B2 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-262943 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities is effective under the Securities Act of 1933, as amended. We are not using this preliminary prospectus supplement and the accompanying prospectus to offer to sell or

Eli Lilly and Company $5,000,000,000 aggregate principal amount of Notes offered Pricing Term Sheet 4.150% Notes due 2027 (the “2027 Notes”) 4.200% Notes due 2029 (the “2029 Notes”) 4.600% Notes due 2034 (the “2034 Notes”) 5.050% Notes due 2054 (the

Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. 333-262943 Dated August 12, 2024 Eli Lilly and Company $5,000,000,000 aggregate principal amount of Notes offered Pricing Term Sheet 4.150% Notes due 2027 (the “2027 Notes”) 4.200% Notes due 2029 (the “2029 Notes”) 4.600% Notes due 2034 (the “2034 Notes”) 5.050% Notes due 2054 (the “2054 Notes”) 5.200% Notes due 2064 (th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2024 COMMISSION FILE NUMBER 001-6351 ELI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2024 COMMISSION FILE NUMBER 001-6351 ELI LILLY AND COMPANY (Exact name of Registrant as specified in its charter) Indiana 35-0470950 (State or other jurisdiction of (I.R.S. Employer incorpor

Lilly Reports Q2 2024 Financial Results, Raises Full-Year Revenue Guidance by $3 Billion

Aug. 8, 2024 For Release: Immediately Refer to: Jordan Bishop; [email protected]; (317) 374-1878 (Media) Joe Fletcher; [email protected]; (317) 296-2884 (Investors) Lilly Reports Q2 2024 Financial Results, Raises Full-Year Revenue Guidance by $3 Billion •Revenue in Q2 2024 increased 36%, driven by Mounjaro, Zepbound and Verzenio. When excluding $579.0 million of revenue from the sale of ri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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 Fil

Amended and Restated 2002 Lilly Stock Plan*

Exhibit 10.1 Amended and Restated 2002 Lilly Stock Plan AMENDED AND RESTATED 2002 LILLY STOCK PLAN (As amended, May 6, 2024) ARTICLE 1. PURPOSES OF THE PLAN The Company believes that this Amended and Restated 2002 Lilly Stock Plan, as amended from time to time (the “Plan”), will benefit the Company’s shareholders by allowing the Company to attract, motivate and retain the best available Employees

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) MORPHIC HOLDING, INC. (Name of Subject Company (iss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) MORPHIC HOLDING, INC. (Name of Subject Company (issuer)) RAINIER ACQUISITION CORPORATION (Offeror) a wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names of Filing Persons (ident

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) MORPHIC HOLDING, INC. (Name of Subject Company (iss

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) MORPHIC HOLDING, INC. (Name of Subject Company (issuer)) RAINIER ACQUISITION CORPORATION (Offeror) a wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names of Filing Pers

Confidentiality Agreement, dated December 30, 2020, between Eli Lilly and Company and Morphic Therapeutic, Inc.

Exhibit (d)(5) MUTUAL AGREEMENT OF CONFIDENTIALITY This Mutual Agreement of Confidentiality (this “Agreement”) dated as of the last date signed below (the “Effective Date”) is made by and between Morphic Therapeutic, Inc.

Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

Exhibit (a)(1)(C) Offer to Purchase All Outstanding Shares of Common Stock of MORPHIC HOLDING, INC.

Offer to Purchase, dated July 19, 2024.

Table of Contents Exhibit (a)(1)(A) Offer to Purchase All Outstanding Shares of Common Stock of MORPHIC HOLDING, INC.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Schedule TO MORPHIC HOLDING, INC. (Name of Subject Company (issuer)) RAINIER ACQUISITION CORPORATION (Offeror) a wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names of Filing Persons (identifying status as offeror, issuer or other person)) Table 1-Transaction Valuation  Transaction  Valuation* Fee  rate  Amount of  Filing Fee** F

First Amendment to Confidentiality Agreement, dated December 16, 2021, between Eli Lilly and Company and Morphic Therapeutic, Inc.

Exhibit (d)(6) FIRST AMENDMENT TO CONFIDENTIALITY AGREEMENT Eli Lilly and Company and Morphic Therapeutic, Inc.

Summary Advertisement, as published in The Wall Street Journal on July 19, 2024.

Exhibit (a)(1)(E) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).

Exclusivity Agreement, dated June 25, 2024, between Eli Lilly and Company and Morphic Holding, Inc.

Exhibit (d)(10) EXCLUSIVITY AGREEMENT This EXCLUSIVITY AGREEMENT (this “Agreement”) is effective as of June 25, 2024, by and between Morphic Holding, Inc.

Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

Exhibit (a)(1)(D) Offer to Purchase All Outstanding Shares of Common Stock of MORPHIC HOLDING, INC.

Third Amendment to Confidentiality Agreement, dated August 24, 2023, between Eli Lilly and Company, Morphic Therapeutic, Inc. and Morphic Holding, Inc.

Exhibit (d)(8) THIRD AMENDMENT TO MUTUAL CONFIDENTIALITY AGREEMENT Eli Lilly and Company and Morphic Therapeutic, Inc.

Fourth Amendment to Confidentiality Agreement, dated April 23, 2024, between Eli Lilly and Company, Morphic Therapeutic, Inc. and Morphic Holding, Inc.

Exhibit (d)(9) FOURTH AMENDMENT TO MUTUAL CONFIDENTIALITY AGREEMENT Eli Lilly and Company and Morphic Therapeutic, Inc.

Form of Letter of Transmittal (including Internal Revenue Service Form W-9).

Exhibit (a)(1)(B) LETTER OF TRANSMITTAL to Tender Shares of Common Stock of MORPHIC HOLDING, INC.

Second Amendment to Confidentiality Agreement, dated December 13, 2022, between Eli Lilly and Company and Morphic Therapeutic, Inc.

Exhibit (d)(7) SECOND AMENDMENT TO MUTUAL CONFIDENTIALITY AGREEMENT Eli Lilly and Company and Morphic Therapeutic, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 MORPHIC HOLDING, INC. (Name of Subject Company (issuer)) RAINIER ACQU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 MORPHIC HOLDING, INC. (Name of Subject Company (issuer)) RAINIER ACQUISITION CORPORATION (Offeror) a wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names of Filing Persons (identifying status as o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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): July 5, 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

Joint Press Release issued on July 8, 2024 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Eli Lilly and Company with the Securities and Exchange Commission on July 8, 2024).

Exhibit 99.1 July 8, 2024 For Release: Immediately Refer to: Jordan Bishop; [email protected]; 317-473-5712 (Lilly Media) Joe Fletcher; [email protected]; 317-296-2884 (Lilly Investors) Chris Erdman; [email protected]; 617-686-1718 (Morphic) Lilly to Acquire Morphic to Improve Outcomes for Patients with Inflammatory Bowel Disease Acquisition to expand Lilly’s immunology pipeline w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 MORPHIC HOLDING, INC. (Name of Subject Company (issuer)) RAINIER ACQU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 MORPHIC HOLDING, INC. (Name of Subject Company (issuer)) RAINIER ACQUISITION CORPORATION (Offeror) a wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names of Filing Persons (identifying status as o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023. OR o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-06351 A.Full title of the plan and the addr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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): June 2, 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

Lilly announces departure of Anat Ashkenazi, chief financial officer

June 5, 2024 For Release: Immediately Refer to: Tarsis Lopez; [email protected]; (224) 406-2746 (Media) Joe Fletcher; [email protected]; (317) 296-2884 (Investors) Lilly announces departure of Anat Ashkenazi, chief financial officer INDIANAPOLIS, June 5, 2024 – Eli Lilly and Company (NYSE: LLY) announced today that Anat Ashkenazi has resigned as chief financial officer to pursue a career op

Submission of Matters to a Vote of Security Holders

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 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 N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ELI LILLY AND COMPANY (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ELI LILLY AND COMPANY (Exact name of registrant as specified in its charter) Indiana 001-06351 (State or other jurisdiction of incorporation) (Commission File Number) Lilly Corporate Center Indianapolis, Indiana (Address of principal executive offices) Jonathan Groff (317-450-5089) (Name a

Conflict Minerals Report of Eli Lilly and Company for the year ended December 31, 2023.

Exhibit 1.01 Eli Lilly and Company Conflict Minerals Report For the Year Ended December 31, 2023 As required by Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”), Eli Lilly and Company (the “Company”) has filed this Conflict Minerals Report (the “Report”). This Report covers Company products manufactured from January 1 through December 31, 2023 for which columbite-tantalite (coltan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2024 COMMISSION FILE NUMBER 001-6351 EL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2024 COMMISSION FILE NUMBER 001-6351 ELI LILLY AND COMPANY (Exact name of Registrant as specified in its charter) Indiana 35-0470950 (State or other jurisdiction of (I.R.S. Employer incorpo

Lilly Reports First-Quarter 2024 Financial Results and Raises Full-Year Revenue Guidance by $2 Billion, Highlights Pipeline Momentum

April 30, 2024 For Release: Immediately Refer to: Jordan Bishop; [email protected]; (317) 473-5712 (Media) Joe Fletcher; [email protected]; (317) 296-2884 (Investors) Lilly Reports First-Quarter 2024 Financial Results and Raises Full-Year Revenue Guidance by $2 Billion, Highlights Pipeline Momentum •Revenue in Q1 2024 increased 26%, driven by Mounjaro, Zepbound, Verzenio and Jardiance. •Pi

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Fil

Eli Lilly and Co. (LLY) Vote Yes: Item #7 – Shareholder Proposal Requesting Annual Diversity and Inclusion Efforts Report Annual Meeting: May 6th, 2024

Main Post Office, P.O. Box 751 www.asyousow.org Berkeley, CA 94704 BUILDING A SAFE, JUST, AND SUSTAINABLE WORLD SINCE 1992 Notice of Exempt Solicitation Pursuant to Rule 14a-103 Name of the Registrant: Eli Lilly and Co. (LLY) Name of persons relying on exemption: As You Sow™ Address of persons relying on exemption: Main Post Office, P.O. Box 751, Berkeley, CA 94704 Written materials are submitted

Eli Lilly and Company Vote FOR: Item #9 Annual Meeting: May 6, 2024

Notice of Exempt Solicitation NAME OF REGISTRANT: Eli Lilly and Company NAME OF PERSON RELYING ON EXEMPTION: CommonSpirit Health ADDRESS OF PERSON RELYING ON EXEMPTION: 2039 N.

This communication is not a solicitation of proxy authority and no proxy cards will be accepted. Vote your proxies in accordance with the Company’s instructions.

NOTICE OF EXEMPT SOLICITATION NAME OF REGISTRANT: Eli Lilly and Company NAME OF PERSON RELYING ON EXEMPTION: Trinity Health ADDRESS OF PERSON RELYING ON EXEMPTION: Catherine Rowan Dear Fellow Eli Lilly Shareholder, Trinity Health and co-filers Adrian Dominican Sisters, Friends Fiduciary Corporation, Mercy Investment Services, Sisters of Charity of St.

Eli Lilly and Company (LLY)

Eli Lilly and Company (LLY) Shareholder Alert Voluntary submission by John Chevedden, POB 2673, Redondo Beach, CA 90278 LLY Shareholder since 2018 Important to Vote for the Board of Directors Simple Majority Vote Proposal 5 Proposal 5 will help improve LLY shareholder rights.

VOTE FOR ITEM 6 AT ELI LILLY’S ANNUAL MEETING ON MAY 6, 2024

Notice of Exempt Solicitation Name of Registrant: Eli Lilly and Company Name of Person Relying on Exemption: SEIU Benefit Plans Master Trust Address of Person Relying on Exemption: 1800 Massachusetts Avenue, NW, Washington, DC 20036 Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

Form of Shareholder Value Award under the 2002 Lilly Stock Plan

Exhibit 10.3 Form of Shareholder Value Award under the 2002 Lilly Stock Plan Eli Lilly and Company Shareholder Value Award Agreement (for Executive Officers) This Shareholder Value Award has been granted on [•] (“Grant Date”) by Eli Lilly and Company, an Indiana corporation, with its principal offices in Indianapolis, Indiana (“Lilly” or the “Company”), to the Eligible Individual who has received

Form of Relative Value Award under the 2002 Lilly Stock Plan

Exhibit 10.4 Form of Relative Value Award under the 2002 Lilly Stock Plan Eli Lilly and Company Relative Value Award Agreement (for Executive Officers) This Relative Value Award has been granted on [•] (“Grant Date”) by Eli Lilly and Company, an Indiana corporation, with its principal offices in Indianapolis, Indiana (“Lilly” or the “Company”), to the Eligible Individual who has received this Rela

Executive Compensation Recovery Policy*

Exhibit 97 Executive Compensation Recovery Policy Executive Compensation Recovery Policy Effective October 2, 2023 (the “Effective Date”) Purpose and Scope Eli Lilly and Company (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy.

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-K Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2023 Commission file number 001-06351 ELI LI

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-K Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2023 Commission file number 001-06351 ELI LILLY AND COMPANY (Exact name of Registrant as specified in its charter) Indiana 35-0470950 (State or other jurisdiction of (I.R.S. Employer incorporati

Form of Restricted Stock Unit Award under the 2002 Lilly Stock Plan

Exhibit 10.5 Form of Restricted Stock Unit Award under the 2002 Lilly Stock Plan Eli Lilly and Company Restricted Stock Unit Award Agreement (for Executive Officer) This Restricted Stock Unit Award has been granted on [•] (“Grant Date”) by Eli Lilly and Company, an Indiana corporation, with its principal offices in Indianapolis, Indiana (“Lilly” or the “Company”), to the Eligible Individual who ha

2007 Change in Control Severance Pay Plan for Select Employees, as amended

Exhibit 10.10 2007 Change in Control Severance Plan for Select Employees, as amended ELI LILLY AND COMPANY 2007 CHANGE IN CONTROL SEVERANCE PAY PLAN FOR SELECT EMPLOYEES As Amended Effective January 1, 2024 1. PURPOSE This Eli Lilly and Company 2007 Change in Control Severance Pay Plan For Select Employees has been established by the Company to provide for the payment of severance pay and benefits

Description of the Company's Common Stock*

Exhibit 4.3 Description of Common Stock The following summary of Eli Lilly and Company’s common stock is based on and qualified by, among other things, our amended articles of incorporation and our bylaws, both of which are filed as exhibits to our Annual Report on Form 10-K. Throughout this exhibit, references to “we,” “Company,” “our,” and “us” refer to Eli Lilly and Company. As of the filing da

List of Subsidiaries*

Exhibit 21 — List of Subsidiaries & Affiliates The following are subsidiaries and affiliated companies of Eli Lilly and Company at December 31, 2023.

LLY / Eli Lilly and Company / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0827-elilillyco.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Eli Lilly & Co Title of Class of Securities: Common Stock CUSIP Number: 532457108 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule

Form of Officers’ Certificate setting forth the terms and form of the Notes.

EX-4.3 Exhibit 4.3 ELI LILLY AND COMPANY Officers’ Certificate Pursuant to Section 3.01 of the Indenture     , 2024 The undersigned, Philip Johnson, Group Vice President, Finance and Treasurer of Eli Lilly and Company, an Indiana corporation (the “Company”), and Jonathan Groff, Executive Director – Corporate Securities and Assistant Secretary of the Company, pursuant to Section 3.01 of the Indentu

Underwriting Agreement, dated February 7, 2024, among Eli Lilly and Company and BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Mizuho Securities USA LLC, as representatives of the several underwriters named therein.

EX-1.1 Exhibit 1.1 Execution Version ELI LILLY AND COMPANY Underwriting Agreement February 7, 2024 BofA Securities, Inc. Barclays Capital Inc. Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Mizuho Securities USA LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 c/o Barclays Capital Inc. 745

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 7, 2024 ELI LILLY AND CO

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 7, 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 F

LLY / Eli Lilly and Company / PNC FINANCIAL SERVICES GROUP, INC. - SC 13G/A Passive Investment

SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4) Eli Lilly and Company (Name of Issuer) Common Stock (Title of Class of Securities) 532457108 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

AGREEMENT February 9, 2024

EX-99.A Page 9 of 9 Pages EXHIBIT A AGREEMENT February 9, 2024 The undersigned hereby agree to file a joint statement on Schedule 13G under the Securities and Exchange Act of 1934, as amended (the “Act”) with respect to the shares of common stock issued by Eli Lilly and Company. Each of the undersigned states that it is entitled to individually use Schedule 13G pursuant to Rule 13d-1(b) of the Act

$6,500,000,000 Eli Lilly and Company $1,000,000,000 4.500% Notes Due 2027 Interest payable on February 9 and August 9 $1,000,000,000 4.500% Notes Due 2029 Interest payable on February 9 and August 9 $1,500,000,000 4.700% Notes Due 2034 Interest payab

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-262943 Prospectus Supplement (To Prospectus dated February 24, 2022) $6,500,000,000 Eli Lilly and Company $1,000,000,000 4.500% Notes Due 2027 Interest payable on February 9 and August 9 $1,000,000,000 4.500% Notes Due 2029 Interest payable on February 9 and August 9 $1,500,000,000 4.700% Notes Due 2034 Interest payable on Feb

Calculation of Filing Fee Tables(1) (Form Type) Eli Lilly and Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Ru

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables(1) 424(b)(2) (Form Type) Eli Lilly and Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Debt 4.

Eli Lilly and Company $6,500,000,000 aggregate principal amount of Notes offered Pricing Term Sheet 4.500% Notes due 2027 (the “2027 Notes”) 4.500% Notes due 2029 (the “2029 Notes”) 4.700% Notes due 2034 (the “2034 Notes”) 5.000% Notes due 2054 (the

Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. 333-262943 Dated February 7, 2024 Eli Lilly and Company $6,500,000,000 aggregate principal amount of Notes offered Pricing Term Sheet 4.500% Notes due 2027 (the “2027 Notes”) 4.500% Notes due 2029 (the “2029 Notes”) 4.700% Notes due 2034 (the “2034 Notes”) 5.000% Notes due 2054 (the “2054 Notes”) 5.100% Notes due 2064 (t

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT, DATED FEBRUARY 7, 2024

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-262943 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities is effective under the Securities Act of 1933, as amended. We are not using this preliminary prospectus supplement and the accompanying prospectus to offer to sell or to sol

Lilly Reports Strong Fourth-Quarter 2023 Financial Results and Provides 2024 Guidance

Feb. 6, 2024 For Release: Immediately Refer to: Jordan Bishop; [email protected]; (317) 473-5712 (Media) Joe Fletcher; [email protected]; (317) 296-2884 (Investors) Lilly Reports Strong Fourth-Quarter 2023 Financial Results and Provides 2024 Guidance •Revenue in Q4 2023 increased 28%. New Products(i) revenue grew by $2.19 billion to $2.49 billion in Q4 2023, led by Mounjaro and Zepbound. G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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 F

LLY / Eli Lilly and Company / BlackRock Inc. Passive Investment

SC 13G/A 1 us5324571083012924.txt us5324571083012924.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 13) ELI LILLY AND COMPANY - (Name of Issuer) Common Stock - (Title of Class of Securities) 532457108 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate

LLY / Eli Lilly and Company / LILLY ENDOWMENT INC - SC 13G/A Passive Investment

SC 13G/A 1 lilly240086sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 39) Eli Lilly and Company (Name of Issuer) Common Stock, Without Par Value (Title of Class of Securities) 532457-10-8 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 7) POINT BIOPHARMA GLOBAL INC. (Name of Subject Compan

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 7) POINT BIOPHARMA GLOBAL INC. (Name of Subject Company (issuer)) YOSEMITE FALLS ACQUISITION CORPORATION (Offeror) a wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names o

Press Release issued by Lilly on December 18, 2023.

EX-99.(a)(5)(F) Exhibit (a)(5)(F) Dec. 18, 2023 For Release: Dec. 18, 2023 @ 6:45 a.m. ET Refer to: Jordan Bishop; [email protected]; 317-473-5712 (Media) Joe Fletcher; [email protected]; 317-296-2884 (Investors) Lilly Extends Tender Offer to Acquire POINT Biopharma to Dec. 22, 2023 INDIANAPOLIS, Dec. 18, 2023 – Eli Lilly and Company (NYSE: LLY) today announced the extension of the expirat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 6) POINT BIOPHARMA GLOBAL INC. (Name of Subject Compan

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 6) POINT BIOPHARMA GLOBAL INC. (Name of Subject Company (issuer)) YOSEMITE FALLS ACQUISITION CORPORATION (Offeror) a wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names o

Press Release issued by Lilly on December 4, 2023.

Exhibit (a)(5)(E) Dec. 4, 2023 For Release: Dec. 4, 2023 @ 6:45 a.m. ET Refer to: Jordan Bishop; [email protected]; 317-473-5712 (Media) Joe Fletcher; [email protected]; 317-296-2884 (Investors) Lilly Extends Tender Offer to Acquire POINT Biopharma to Dec. 15, 2023 INDIANAPOLIS, Dec. 4, 2023 – Eli Lilly and Company (NYSE: LLY) today announced the extension of the expiration of the tender o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(a) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 5) POINT BIOPHARMA GLOBAL INC. (Name of Subject Compan

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(a) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 5) POINT BIOPHARMA GLOBAL INC. (Name of Subject Company (issuer)) YOSEMITE FALLS ACQUISITION CORPORATION (Offeror) a wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(a) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) POINT BIOPHARMA GLOBAL INC. (Name of Subject Compan

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(a) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) POINT BIOPHARMA GLOBAL INC. (Name of Subject Company (issuer)) YOSEMITE FALLS ACQUISITION CORPORATION (Offeror) a wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names o

Press Release issued by Lilly on November 17, 2023.

EX-99.(A)(5)(D) Exhibit (a)(5)(D) Nov. 17, 2023 For Release: Nov. 17, 2023 @ 6:45 a.m. ET Refer to: Jordan Bishop; [email protected]; 317-473-5712 (Media) Joe Fletcher; [email protected]; 317-296-2884 (Investors) Lilly Extends Tender Offer to Acquire POINT Biopharma to Dec. 1, 2023 INDIANAPOLIS, Nov. 17, 2023 – Eli Lilly and Company (NYSE: LLY) today announced the extension of the expirati

LETTER

United States securities and exchange commission logo November 15, 2023 Anat Ashkenazi Executive Vice President and Chief Financial Officer Eli Lilly and Company Lilly Corporate Center Indianapolis, IN 46285 Re: Eli Lilly and Company Form 10-K for the fiscal year ended December 31, 2022 Filed February 22, 2023 File No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. SCHEDULE TO Tender Offer Statement under Section 14(d)(a) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) POINT BIOPHARMA GLOBAL, INC. (Name of Subject Company (is

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. SCHEDULE TO Tender Offer Statement under Section 14(d)(a) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) POINT BIOPHARMA GLOBAL, INC. (Name of Subject Company (issuer)) YOSEMITE FALLS ACQUISITION CORPORATION (Offeror) a wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names of Fil

Press Release issued by Lilly on November 14, 2023.

EX-99.(A)(5)(C) Exhibit (a)(5)(C) Nov. 14, 2023 For Release: Immediately Refer to: Jordan Bishop; [email protected]; 317-473-5712 (Media) Joe Fletcher; [email protected]; 317-296-2884 (Investors) Lilly Announces the Receipt of NRC Consent in Connection with its Proposed Acquisition of POINT Biopharma INDIANAPOLIS, Nov. 14, 2023 – Eli Lilly and Company (NYSE: LLY) today announced that the U

November 9, 2023

November 9, 2023 By EDGAR submission Division of Corporation Finance Office of Life Sciences United States Securities and Exchange Commission 100 F Street N.

Press Release issued by Lilly on November 8, 2023.

Exhibit (a)(5)(B) For Release: Nov.8, 2023 @ 4:45 p.m. ET Refer to: Jordan Bishop; [email protected]; 317-473-5712 (Media) Joe Fletcher; [email protected]; 317-296-2884 (Investors) Lilly Announces Extension of Tender Offer to Acquire POINT Biopharma INDIANAPOLIS, Nov. 8, 2023 – Eli Lilly and Company (NYSE: LLY) today announced the extension of the expiration of the tender offer to acquire

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(a) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) POINT BIOPHARMA GLOBAL INC. (Name of Subject Compan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(a) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) POINT BIOPHARMA GLOBAL INC. (Name of Subject Company (issuer)) YOSEMITE FALLS ACQUISITION CORPORATION (Offeror) a wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names of Filing P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023 COMMISSION FILE NUMBER 001-635

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023 COMMISSION FILE NUMBER 001-6351 ELI LILLY AND COMPANY (Exact name of Registrant as specified in its charter) Indiana 35-0470950 (State or other jurisdiction of (I.R.S. Employer inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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 F

Lilly Reports Third-Quarter 2023 Financial Results, Highlights Strong Sales Growth and Business Development Activity

Nov. 2, 2023 For Release: Immediately Refer to: Jordan Bishop; [email protected]; (317) 473-5712 (Media) Joe Fletcher; [email protected]; (317) 296-2884 (Investors) Lilly Reports Third-Quarter 2023 Financial Results, Highlights Strong Sales Growth and Business Development Activity •Revenue in Q3 2023 increased 37%, driven by growth from Mounjaro, Verzenio and Jardiance, as well as $1.42 bi

LETTER

United States securities and exchange commission logo November 1, 2023 Anat Ashkenazi Executive Vice President and Chief Financial Officer Eli Lilly and Company Lilly Corporate Center Indianapolis, IN 46285 Re: Eli Lilly and Company Form 10-K for the fiscal year ended December 31, 2022 Response dated October 26, 2023 File No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) POINT BIOPHARMA GLOBAL INC. (Name of Subject Compan

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) POINT BIOPHARMA GLOBAL INC. (Name of Subject Company (issuer)) YOSEMITE FALLS ACQUISITION CORPORATION (Offeror) a wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names o

October 26, 2023

October 26, 2023 By EDGAR submission Division of Corporation Finance Office of Life Sciences United States Securities and Exchange Commission 100 F Street N.

Offer to Purchase, dated October 13, 2023.

EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer to Purchase All Outstanding Shares of Common Stock of POINT BIOPHARMA GLOBAL INC. at $12.50 per share, net in cash, without interest and less any applicable tax withholding by YOSEMITE FALLS ACQUISITION CORPORATION a wholly-owned subsidiary of ELI LILLY AND COMPANY THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE PAST 11:59 P.M., E

Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

EX-99.(a)(1)(C) Exhibit (a)(1)(C) Offer to Purchase All Outstanding Shares of Common Stock of POINT BIOPHARMA GLOBAL INC. at $12.50 per share, net in cash, without interest and less any applicable tax withholding Pursuant to the Offer to Purchase dated October 13, 2023 by YOSEMITE FALLS ACQUISITION CORPORATION a wholly-owned subsidiary of ELI LILLY AND COMPANY THE OFFER AND WITHDRAWAL RIGHTS WILL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 POINT BIOPHARMA GLOBAL INC. (Name of Subject Company (issuer)) YOSEMI

SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 POINT BIOPHARMA GLOBAL INC. (Name of Subject Company (issuer)) YOSEMITE FALLS ACQUISITION CORPORATION (Offeror) a wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names of Filing Persons (id

Filing Fee Table.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Schedule TO POINT BIOPHARMA GLOBAL INC.

Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

EX-99.(a)(1)(D) Exhibit (a)(1)(D) Offer to Purchase All Outstanding Shares of Common Stock of POINT BIOPHARMA GLOBAL INC. at $12.50 per share, net in cash, without interest and less any applicable tax withholding Pursuant to the Offer to Purchase dated October 13, 2023 by YOSEMITE FALLS ACQUISITION CORPORATION a wholly-owned subsidiary of ELI LILLY AND COMPANY THE OFFER AND WITHDRAWAL RIGHTS WILL

Form of Letter of Transmittal (including Internal Revenue Service Form W-9).

EX-99.(a)(1)(B) Exhibit (a)(1)(B) LETTER OF TRANSMITTAL to Tender Shares of Common Stock of POINT BIOPHARMA GLOBAL INC. at $12.50 per share, net in cash, without interest and less any applicable tax withholding Pursuant to the Offer to Purchase dated October 13, 2023 by YOSEMITE FALLS ACQUISITION CORPORATION a wholly-owned subsidiary of ELI LILLY AND COMPANY THE OFFER AND WITHDRAWAL RIGHTS WILL EX

Summary Advertisement, as published in The Wall Street Journal on October 13, 2023.

EX-99.(a)(1)(E) Exhibit (a)(1)(E) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is being made only by the Offer to Purchase, dated October 13, 2023 (the “Offer to Purchase”) and the related Letter of Transmittal, as each may be amended or supplemented from time to time, and is being made to all holde

Confidentiality Agreement, dated June 15, 2023, between Eli Lilly and Company and POINT Biopharma Global Inc.

EX-99.(d)(5) Exhibit (d)(5) CONFIDENTIALITY AGREEMENT THIS CONFIDENTIALITY AGREEMENT (the “Agreement”) is made on the last date signed below, (the “Effective Date”), between Eli Lilly and Company and its Affiliates, having its principal place of business at Lilly Corporate Center, Indianapolis, IN 46285, United States (“Lilly”), and Point Biopharma Global, Inc., having its principal place of busin

October 5, 2023

October 5, 2023 By EDGAR submission Division of Corporation Finance Office of Life Sciences United States Securities and Exchange Commission 100 F Street N.

Joint Press Release issued on October 3, 2023 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Eli Lilly and Company with the Securities and Exchange Commission on October 3, 2023 (File No. 005-91575).

EX-99.1 Exhibit 99.1 For Release: Oct. 3, 2023 @ 6:45 a.m. ET Refer to:    Jordan Bishop; [email protected]; 317-473-5712 (Media)  Joe Fletcher; [email protected]; 317-296-2884 (Investors)  Daniel Pearlstein; [email protected] (POINT Investors) Lilly to Acquire POINT Biopharma to Expand Oncology Capabilities into Next-Generation Radioligand Therapies INDIANAPOLIS, Oct. 3, 2023 –

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 POINT BIOPHARMA GLOBAL INC. (Name of Subject Company (issuer)) YOSEMI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 POINT BIOPHARMA GLOBAL INC. (Name of Subject Company (issuer)) YOSEMITE FALLS ACQUISITION CORPORATION (Offeror) a wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names of Filing Persons (identifyin

LETTER

United States securities and exchange commission logo September 29, 2023 Anat Ashkenazi Executive Vice President and Chief Financial Officer Eli Lilly and Company Lilly Corporate Center Indianapolis, IN 46285 Re: Eli Lilly and Company Form 10-K for the fiscal year ended December 31, 2022 Response dated September 20, 2023 File No.

September 20, 2023

September 20, 2023 By EDGAR submission Division of Corporation Finance Office of Life Sciences United States Securities and Exchange Commission 100 F Street N.

LETTER

United States securities and exchange commission logo September 6, 2023 Anat Ashkenazi Executive Vice President and Chief Financial Officer Eli Lilly and Company Lilly Corporate Center Indianapolis, IN 46285 Re: Eli Lilly and Company Form 10-K for the fiscal year ended December 31, 2022 Filed February 22, 2023 File No.

Lilly Completes Acquisition of Sigilon Therapeutics

EX-2.3 Exhibit 2.3 Aug. 14, 2023 For Release: Immediately Refer to: Jordan Bishop; [email protected]; 317-473-5712 (Media) Joe Fletcher; [email protected]; 317-296-2884 (Investors) Lilly Completes Acquisition of Sigilon Therapeutics INDIANAPOLIS, Aug. 14, 2023 — Eli Lilly and Company (NYSE: LLY) today announced the successful completion of its acquisition of Sigilon Therapeutics, Inc. (NAS

US82657L2060 / SIGILON THERAPEUTICS INC / ELI LILLY & Co - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1)* Under the Securities Exchange Act of 1934 Sigilon Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 82657L206 (CUSIP Number) Anat Hakim Executive Vice President, General Counsel and Secretary Eli Lilly and Company Lilly Corporate

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) SIGILON THERAPEUTICS, INC. (Name of Subject Company

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) SIGILON THERAPEUTICS, INC. (Name of Subject Company (issuer)) SHENANDOAH ACQUISITION CORPORATION (Offeror) a wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names of Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) DICE THERAPEUTICS, INC. (Name of Subject Company (i

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) DICE THERAPEUTICS, INC. (Name of Subject Company (issuer)) DURNING ACQUISITION CORPORATION (Offeror) a wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names of Filing Pe

Press Release issued by Lilly on August 9, 2023.

EX-99.(a)(5)(C) Exhibit (a)(5)(C) For Release: Aug. 9, 2023 Refer to: Jordan Bishop; [email protected]; 317-473-5712 (Media) Joe Fletcher; [email protected]; 317-296-2884 (Investors) Lilly Completes Acquisition of DICE Therapeutics INDIANAPOLIS, Aug. 9, 2023 — Eli Lilly and Company (NYSE: LLY) today announced the successful completion of its acquisition of DICE Therapeutics, Inc. (NASDAQ:

Lilly Reports Second-Quarter 2023 Financial Results, Highlights Accelerating Revenue Growth and Key Pipeline Advancements

Aug. 8, 2023 For Release: Immediately Refer to: Jordan Bishop; [email protected]; (317) 473-5712 (Media) Joe Fletcher; [email protected]; (317) 296-2884 (Investors) Lilly Reports Second-Quarter 2023 Financial Results, Highlights Accelerating Revenue Growth and Key Pipeline Advancements •Revenue in Q2 2023 increased 28% as a result of volume-driven growth from Mounjaro, Verzenio, Jardiance

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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 Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2023 COMMISSION FILE NUMBER 001-6351 ELI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2023 COMMISSION FILE NUMBER 001-6351 ELI LILLY AND COMPANY (Exact name of Registrant as specified in its charter) Indiana 35-0470950 (State or other jurisdiction of (I.R.S. Employer incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) SIGILON THERAPEUTICS, INC. (Name of Subject Company

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) SIGILON THERAPEUTICS, INC. (Name of Subject Company (issuer)) SHENANDOAH ACQUISITION CORPORATION (Offeror) a wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names of Fil

Press Release issued by Lilly on July 25, 2023.

EX-99.(a)(5)(B) Exhibit (a)(5)(B) For Release: July 25, 2023 @ 6:55 a.m. ET Refer to: Jordan Bishop; [email protected]; 317-473-5712 (Media) Joe Fletcher; [email protected]; 317-296-2884 (Investors) Lilly Announces Extension of Tender Offer to Acquire DICE INDIANAPOLIS, July 25, 2023 – Eli Lilly and Company (NYSE: LLY) today announced the extension of the expiration of the tender offer to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No.2) DICE THERAPEUTICS, INC. (Name of Subject Company (is

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No.2) DICE THERAPEUTICS, INC. (Name of Subject Company (issuer)) DURNING ACQUISITION CORPORATION (Offeror) a wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names of Filing Per

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) SIGILON THERAPEUTICS, INC. (Name of Subject Company

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) SIGILON THERAPEUTICS, INC. (Name of Subject Company (issuer)) SHENANDOAH ACQUISITION CORPORATION (Offeror) a wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names of Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No.1) DICE THERAPEUTICS, INC. (Name of Subject Company (is

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No.1) DICE THERAPEUTICS, INC. (Name of Subject Company (issuer)) DURNING ACQUISITION CORPORATION (Offeror) a wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names of Filing Per

Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

EX-99.(a)(1)(D) Exhibit (a)(1)(D) Offer to Purchase All Outstanding Shares of Common Stock of SIGILON THERAPEUTICS, INC. at $14.92 per share, net in cash, without interest and less any applicable tax withholding, plus one non-tradable contingent value right (“CVR”) per share, which represents the contractual right to receive contingent payments of up to an aggregate of $111.64 per CVR, net to the

Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

EX-99.(a)(1)(C) Exhibit (a)(1)(C) Offer to Purchase All Outstanding Shares of Common Stock of SIGILON THERAPEUTICS, INC. at $14.92 per share, net in cash, without interest and less any applicable tax withholding, plus one non-tradable contingent value right (“CVR”) per share, which represents the contractual right to receive contingent payments of up to $111.64 per CVR, net to the stockholder in c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 SIGILON THERAPEUTICS, INC. (Name of Subject Company (issuer)) SHENAND

SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 SIGILON THERAPEUTICS, INC. (Name of Subject Company (issuer)) SHENANDOAH ACQUISITION CORPORATION (Offeror) a wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names of Filing Persons (identif

Summary Advertisement, as published in The Wall Street Journal on July 13, 2023.

EX-99.(a)(1)(E) Exhibit (a)(1)(E) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is being made only by the Offer to Purchase, dated July 13, 2023 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal”), as each may be amended or supplemented from time to time, and

Amended and Restated Mutual Confidentiality Agreement, dated May 12, 2023, between Eli Lilly and Company and Sigilon Therapeutics, Inc.

EX-99.(d)(6) Exhibit (d)(6) MUTUAL CONFIDENTIALITY AGREEMENT THIS MUTUAL CONFIDENTIALITY AGREEMENT (the “Agreement”) is made on the date of acceptance (the “Effective Date”), between Eli Lilly and Company, having its principal place of business at Lilly Corporate Center, Indianapolis, Indiana 46285, U.S.A. (“Lilly”); and Sigilon Therapeutics, Inc., having its principal place of business at 100 Bin

Form of Letter of Transmittal (including Internal Revenue Service Form W-9).

EX-99.(a)(1)(B) Exhibit (a)(1)(B) LETTER OF TRANSMITTAL to Tender Shares of Common Stock of SIGILON THERAPEUTICS, INC. at $14.92 per share, net in cash, without interest and less any applicable tax withholding, plus one non-tradable contingent value right (“CVR”) per share, which represents the contractual right to receive contingent payments of up to an aggregate of $111.64 per CVR, net to the st

Filing Fee Table.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Schedule TO SIGILON THERAPEUTICS, INC.

Offer to Purchase, dated July 13, 2023.

EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer to Purchase All Outstanding Shares of Common Stock of SIGILON THERAPEUTICS, INC. at $14.92 per share, net in cash, without interest and less any applicable tax withholding, plus, one non-tradable contingent value right (“CVR”) per share, which represents the contractual right to receive contingent payments in an aggregate amount of up to $1

SGTX / Sigilon Therapeutics Inc / ELI LILLY & Co - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Sigilon Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 82657L107 (CUSIP Number) Anat Hakim Executive Vice President, General Counsel and Secretary Eli Lilly and Company Lilly Corporate Center Indianapolis,

Joint Filing Agreement, dated as of July 7, 2023, by and among Eli Lilly and Company and Shenandoah Acquisition Corporation.*

EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement is being jointly filed, and all amendments thereto will be jointly filed, by Eli Lilly and Company, as the main and designated filer, on behalf of each of the persons and entities named below that is name

Tender and Support Agreement, dated June 28, 2023, by and among Eli Lilly and Company, Shenandoah Acquisition Corporation, Flagship Ventures Fund, V L.P. and Flagship Pioneering Special Opportunities Fund II, L.P. (incorporated by reference to Exhibit 2.2 to the Schedule 13D filed by Eli Lilly and Company and Shenandoah Acquisition Corporation with the U.S. Securities and Exchange Commission on July 7, 2023 (File No. 005-92195))

EX-2.2 Exhibit 2.2 TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of June 28, 2023, is entered into by and among Eli Lilly and Company, an Indiana corporation (“Parent”), Shenandoah Acquisition Corporation, a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Purchaser”), and one or more stockholders of Sigilon Therapeutics, Inc., a D

Summary Advertisement, as published in The Wall Street Journal on June 30, 2023.

EX-99.(a)(1)(E) Exhibit (a)(1)(E) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is being made only by the Offer to Purchase, dated June 30, 2023 (the “Offer to Purchase”) and the related Letter of Transmittal, as each may be amended or supplemented from time to time, and is being made to all holders