Eli Lilly & Co.'s SEC filings document the regulatory record for its pharmaceutical business, listed common stock and NYSE-traded notes. Forms 8-K report operating results and financial condition, annual meeting vote outcomes, director and officer matters, underwriting agreements and other material events tied to the company's capital structure and governance.
Proxy filings provide formal disclosure on board elections, executive compensation, shareholder voting matters and pay-versus-performance information. The company's exchange-listed securities include no-par common stock under LLY and multiple series of notes with maturities extending across its debt capital structure.
Eli Lilly and Company is asking shareholders to vote at the 2026 virtual annual meeting on four director nominees, advisory approval of executive compensation, ratification of Ernst & Young LLP as auditor, and amendments to eliminate the classified board and supermajority voting provisions.
The proxy highlights 2025 results: $65.2 billion revenue, $22.95 GAAP EPS, 40% 2025 total shareholder return, progress on obesity and other clinical programs, record manufacturing investments, and continued sustainability commitments (approximately 80% renewable electricity in 2025). The board recommends FOR Items 1–5 and recommends AGAINST two shareholder proposals.
Eli Lilly & Co executive Eric Dozier reported a bona fide gift of 481 shares of common stock. The gift was recorded at no stated price per share and is classified as a non-derivative disposition. After the gift, he holds 14,455.212 shares directly and 385.020 shares indirectly through a 401(k) plan.
ELI LILLY & Co director Gabrielle Sulzberger reported an equity award under the company’s director compensation program. On the reported date, she acquired 4.786 shares of common stock at a reference price of $1,036.05 per share through a grant or award transaction.
According to the footnote, she elected to defer this compensation into stock units under the Lilly Directors' Deferral Plan, to be settled in common shares after she separates from service. Following this award, her directly held common stock balance reported in this filing is 2,966.222 shares.
ELI LILLY & Co director Juan R. Luciano reported an acquisition of 15.363 shares of common stock at $1,036.05 per share through a grant or award. At his election, this compensation was deferred into stock units under the Lilly Directors' Deferral Plan and will be settled in shares after his separation from service. Following this award, he directly owns 16,772.019 shares of common stock.
ELI LILLY & Co director J. Erik Fyrwald reported an equity award tied to his board compensation. On the reported date, he acquired 9.572 shares of common stock at a reference price of $1,036.05 per share, bringing his directly held total to 75,120.322 shares. According to the disclosure, he elected to defer this award into stock units under the Lilly Directors' Deferral Plan, to be settled in shares of common stock after he separates from board service.
ELI LILLY & Co director Ralph Alvarez reported an equity award tied to his board compensation. He acquired 11.985 shares of common stock on February 17, 2026 at a reference price of $1,036.05 per share as a grant, bringing his directly held stake to 55,491.627 shares.
According to the disclosure, he elected to defer this compensation into stock units under the Lilly Directors' Deferral Plan, which will be settled in common shares after he leaves board service. The filing also reports 758 shares held indirectly by a trust, with Alvarez disclaiming beneficial ownership beyond his economic interest.
ELI LILLY & Co SVP Donald A. Zakrowski exercised restricted stock units and had shares withheld for taxes. On the transaction date, 184 restricted stock units were converted into 184 common shares at $0.00 per share. To satisfy tax obligations, 81.553 common shares were disposed of at $1040.00 per share, leaving 3,525.89 directly owned shares and 1,728.57 common shares held indirectly through a 401(k) plan. Each restricted stock unit represents a contingent right to receive one share of common stock.
Eli Lilly & Co EVP & CFO Montarce Lucas reported equity award activity involving company stock. Lucas exercised or converted 368 restricted stock units, receiving the same number of Eli Lilly common shares. To cover tax obligations, 159.733 common shares were disposed of in a tax-withholding transaction at $1040 per share, leaving 16,258.473 common shares owned directly after these transactions.
Eli Lilly & Co executive Kenneth L. Custer reported routine equity transactions. On February 16, he exercised 207 restricted stock units, receiving 207 shares of common stock at no cost. On the same date, 91.311 shares were disposed of at $1,040 per share to satisfy tax withholding obligations, leaving him with 10,140.544 directly owned shares.
Adrienne S. Brown, EVP and President of Lilly Immunology at Eli Lilly & Co, exercised restricted stock units into common shares and had shares withheld to cover taxes. On the transaction date, 391 restricted stock units were converted into 391 shares of common stock at a stated price of $0.0000 per share.
Following this derivative exercise/conversion, a tax-withholding disposition of 169.966 common shares was reported at $1040.0000 per share to satisfy tax obligations. After these transactions, Brown directly owned 5,142.342 shares of Eli Lilly common stock.