On August 18, 2025, Eli Lilly and Company (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA 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 Floating Rate Notes due 2028 (the “Floating Rate Notes”), $1,000,000,000 aggregate principal amount of its 4.000% Notes due 2028 (the “2028 Notes”), $750,000,000 aggregate principal amount of its 4.250% Notes due 2031 (the “2031 Notes”), $1,000,000,000 aggregate principal amount of its 4.550% Notes due 2032 (the “2032 Notes”), $1,250,000,000 aggregate principal amount of its 4.900% Notes due 2035 (the “2035 Notes”), $1,000,000,000 aggregate principal amount of its 5.550% Notes due 2055 (the “2055 Notes”) and $1,000,000,000 aggregate principal amount of its 5.650% Notes due 2065 (the “2065 Notes” and, collectively with the 2028 Notes, the 2031 Notes, the 2032 Notes, the 2035 Notes and the 2055 Notes, the “Fixed Rate Notes”, and together with the Floating Rate 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. 333-285052).
The Floating Rate Notes accrue interest at a floating rate, reset (and payable) quarterly, equal to Compounded SOFR (as defined in the accompanying form of officers’ certificate relating to the Floating Rate Notes), plus 0.530%, and mature on October 15, 2028. The 2028 Notes accrue interest at a rate of 4.000% per annum, payable semi-annually, and, except as contemplated in the following paragraph, mature on October 15, 2028. The 2031 Notes accrue interest at a rate of 4.250% per annum, payable semi-annually, and, except as contemplated in the following paragraph, mature on March 15, 2031. The 2032 Notes accrue interest at a rate of 4.550% per annum, payable semi-annually, and, except as contemplated in the following paragraph, mature on October 15, 2032. The 2035 Notes accrue interest at a rate of 4.900% per annum, payable semi-annually, and, except as contemplated in the following paragraph, mature on October 15, 2035. The 2055 Notes accrue interest at a rate of 5.550% per annum, payable semi-annually, and, except as contemplated in the following paragraph, mature on October 15, 2055. The 2065 Notes accrue interest at a rate of 5.650% per annum, payable semi-annually, and, except as contemplated in the following paragraph, mature on October 15, 2065. Upon the closing of the offering of the Notes, which occurred on August 20, 2025, the Company realized, after deduction of underwriting discounts and before deduction of estimated offering expenses payable by the Company, net proceeds of approximately $6.71 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 Fixed Rate 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 Company may not redeem the Floating Rate Notes at its option prior to maturity.
The above description of the Underwriting Agreement and the Notes is qualified in its entirety by reference to the Underwriting Agreement, the forms of officers’ certificate, the Indenture and the forms of the Notes filed as exhibits hereto, which exhibits are incorporated by reference herein.
