
			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~~November 3018, 2025

ELI LILLY AND COMPANY

(Exact Name of Registrant as Specified in its Charter)

Indiana

001-06351

35-0470950

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

Lilly Corporate Center

Indianapolis,

Indiana

46285

(Address of Principal Executive Offices)

(Zip Code)

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

Not Applicable

(Former Name or Former Address, if Changed Since Last Report.)

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


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


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


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


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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock (no par value)

LLY

New York Stock Exchange

1.625% Notes due 2026

LLY26

New York Stock Exchange

2.125% Notes due 2030

LLY30

New York Stock Exchange

0.625% Notes due 2031

LLY31

New York Stock Exchange

0.500% Notes due 2033

LLY33

New York Stock Exchange

6.77% Notes due 2036

LLY36

New York Stock Exchange

1.625% Notes due 2043

LLY43

New York Stock Exchange

1.700% Notes due 2049

LLY49A

New York Stock Exchange

1.125% Notes due 2051

LLY51

New York Stock Exchange

1.375% Notes due 2061

LLY61

New York Stock Exchange

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

Emerging growth company ☐

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

Item 25.02. ~~Results~~ Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~The~~On ~~information~~November ~~in this Item 2.02~~18, ~~including Exhibit 99.1 attached hereto~~2025, ~~is being furnished and shall not be deemed “filed” for~~ the ~~purposes~~Board of ~~Section~~Directors ~~18 of the Securities Exchange Act of 1934~~ (the “~~Exchange Act~~Board”), ~~or otherwise subject to the liabilities~~ of ~~that~~Eli ~~Section~~Lilly and ~~shall~~Company ~~not~~(the be“Company”) ~~incorporated~~elected byCarolyn ~~reference~~R. ~~into~~Bertozzi, ~~any~~Ph.D ~~registration~~as ~~statement~~a ornew ~~other~~member ~~document filed pursuant to the Securities Act~~ of ~~1933 or~~ the ~~Exchange Act~~Board, ~~except~~effective asDecember ~~otherwise~~8, ~~expressly stated in such filing~~2025.

~~Attached~~Dr. ~~hereto~~Bertozzi, as59, ~~Exhibit~~is 99the Anne T.1 and ~~incorporated~~Robert byM. ~~reference~~Bass ~~into~~Professor ~~this~~of ~~Item~~Chemistry ~~2.02~~and isProfessor aof ~~copy~~Chemical & Systems Biology and Radiology at Stanford University, and an Investigator of the ~~press~~Howard ~~release,~~Hughes ~~dated~~Medical ~~October 30, 2025,~~Institute. ~~announcing~~Dr. Bertozzi will serve on both the ~~financial~~Board's ~~results~~Science ofand ~~Eli~~Technology ~~Lilly~~Committee and ~~Company~~the Ethics and Compliance Committee and will stand for election by Company shareholders at the ~~quarter~~Company’s ~~ended~~annual ~~September~~meeting ~~30,~~in ~~2025~~May 2026.

The Board has determined that Dr. Bertozzi is independent under applicable standards of the New York Stock Exchange and the Company’s director independence guidelines. There are no arrangements or understandings between Dr. Bertozzi and any person pursuant to which she was selected as a director. Dr. Bertozzi is not a party to any transaction subject to Section 404(a) of Regulation S-K involving the Company or any of its subsidiaries. She will participate in the Company’s standard director compensation program as described in the Company’s Definitive Proxy Statement.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.			Description
99.1			Press Release of Eli Lilly and Company, dated October 30, 2025.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

(d) Exhibits


Exhibit No.			Description
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

ELI LILLY AND COMPANY
(Registrant)
By:						/s/ ~~Donald~~Anat ~~A. Zakrowski~~Hakim
Name:						~~Donald~~Anat ~~A. Zakrowski~~Hakim
Title:						~~Senior~~Executive Vice President, ~~Finance,~~General ~~and~~Counsel ~~Chief Accounting Officer~~andSecretary
Date:						~~October~~November 3021, 2025

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