Material Event Form 8 K

On August 12, 2024, Eli Lilly and Company (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with 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, for the issuance and sale by the Company of $750,000,000 aggregate principal amount of its 4.150% Notes due 2027 (the "2027 Notes"), $1,000,000,000 aggregate principal amount of its 4.200% Notes due 2029 (the "2029 Notes"), $1,250,000,000 aggregate principal amount of its 4.600% Notes due 2034 (the "2034 Notes"), $1,250,000,000 aggregate principal amount of its 5.050% Notes due 2054 (the "2054 Notes") and $750,000,000 aggregate principal amount of its 5.200% Notes due 2064 (the "2064 Notes" and, collectively with the 2027 Notes, the 2029 Notes, the 2034 Notes and the 2054 Notes, the "Notes"). Each series of Notes is being issued pursuant to an Indenture (the "Indenture"), dated February 1, 1991, between the Company and Deutsche Bank Trust Company Americas (as successor to Citibank, N.A.), as trustee, and an officers' certificate setting forth the terms of the Notes (including the forms of such Notes as exhibits). The offering of the Notes was registered on a Registration Statement on Form S-3(File No. 333-262943).The 2027 Notes accrue interest at a rate of 4.150% per annum, payable semi-annually, and, except as contemplated in the following paragraph, mature on August 14, 2027. The 2029 Notes accrue interest at a rate of 4.200% per annum, payable semi-annually, and, except as contemplated in the following paragraph, mature on August 14, 2029. The 2034 Notes accrue interest at a rate of 4.600% per annum, payable semi-annually, and, except as contemplated in the following paragraph, mature on August 14, 2034. The 2054 Notes accrue interest at a rate of 5.050% per annum, payable semi-annually, and, except as contemplated in the following paragraph, mature on August 14, 2054. The 2064 Notes accrue interest at a rate of 5.200% per annum, payable semi-annually, and, except as contemplated in the following paragraph, mature on August 14, 2064. Upon the closing of the offering of the Notes, which occurred on August 14, 2024, the Company realized, after deduction of underwriting discounts and before deduction of estimated offering expenses payable by the Company, net proceeds of approximately $4.96 billion.

Upon the occurrence of an Event of Default (as defined in the Indenture) with respect to a series of Notes, the principal amount of the Notes of that series may be declared, and become, immediately due and payable. The Company may, at its election, redeem the Notes, in whole or in part, from time to time at the redemption prices and on the terms and conditions set forth in the Notes.

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