LLY

• Reported EPS rose 26% to $7.94; non-GAAP EPS rose 33% to $8.38, both including $3.03 of acquired IPR&D charges.
• Full-year 2026 revenue guidance raised to $85.0-$87.0 billion; non-GAAP EPS guidance set at $35.50-$36.50.
• Regulatory progress included FDA approval of Ebglyss, EC approval of Jaypirca, and U.S. submission for orforglipron.
• Completed acquisitions of Orna, Ajax, Centessa, and Kelonia; committed additional $4.5 billion to Indiana manufacturing.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The notes were sold under an underwriting agreement with Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., and Goldman Sachs & Co. LLC as representatives of the underwriters.
• Net proceeds to the company were approximately $8.94 billion after underwriting discounts and before estimated offering expenses.
• Certain notes (2029 floating rate, 2029, 2031, 2033, and 2036 fixed rate) are subject to a special mandatory redemption at 101% of principal plus accrued interest if the Centessa Acquisition is not completed by a specified date or if the company abandons it.
• The offering was registered on Form S-3 (File No. 333-285052) and the notes were issued under an indenture dated February 1, 1991, with Deutsche Bank Trust Company Americas as trustee.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• All four director nominees (Carolyn Bertozzi, William Kaelin Jr., Jon Moeller, David Ricks) were elected to three-year terms ending in 2029.
• Shareholders approved, on an advisory basis, named executive officer compensation with 731,998,717 votes for.
• Ernst & Young LLP was ratified as independent auditor for 2026 with 802,721,381 votes for.
• Proposals to eliminate the classified board and supermajority voting failed to reach the required 80% threshold, and shareholder proposals for an independent board chair and annual lobbying report were not approved.

5.07 Submission of Matters to a Vote of Security Holders

• Reported EPS rose 170% to $8.26; non-GAAP EPS rose 156% to $8.55.
• Full-year 2026 revenue guidance raised to $82.0-$85.0 billion; non-GAAP EPS guidance raised to $35.50-$37.00.
• Mounjaro revenue grew 125% to $8.7 billion; Zepbound U.S. revenue grew 79% to $4.1 billion.
• FDA approved Foundayo (orforglipron) for obesity; four acquisitions announced (Orna, Centessa, Kelonia, Ajax).

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Reported EPS rose 51% to $7.39; non-GAAP EPS rose 42% to $7.54, both including $0.52 acquired IPR&D charges.
• Mounjaro Q4 revenue up 110% to $7.4 billion; Zepbound U.S. revenue up 122% to $4.2 billion.
• 2026 guidance: revenue $80-$83 billion, non-GAAP EPS $33.50-$35.00.
• Regulatory and pipeline progress included FDA approvals, orforglipron submissions, and positive Phase 3 results.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• On November 18, 2025, the Board of Directors elected Carolyn R. Bertozzi, Ph.D. as a new board member, effective December 8, 2025.
• She will serve on the Board's Science and Technology Committee and the Ethics and Compliance Committee.
• She will stand for election by shareholders at the Company's annual meeting in May 2026.
• The Board determined she is independent under NYSE and Company guidelines; she will participate in the standard director compensation program.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• Reported EPS rose to $6.21 from $1.07 in Q3 2024; non-GAAP EPS rose to $7.02 from $1.18.
• Mounjaro revenue grew 109% to $6.52 billion; Zepbound U.S. revenue grew 184% to $3.57 billion.
• Full-year 2025 revenue guidance raised to $63.0–$63.5 billion; reported EPS guidance raised to $21.80–$22.50 and non-GAAP EPS to $23.00–$23.70.
• Pipeline progress includes positive Phase 3 results for orforglipron and FDA approval of Inluriyo (imlunestrant).

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The offering comprised $750M Floating Rate Notes due 2028 and $6.0B of fixed-rate notes across maturities from 2028 to 2065.
• Fixed-rate coupons range from 4.000% (2028) to 5.650% (2065); the floating rate is Compounded SOFR plus 0.530%.
• Net proceeds were approximately $6.71 billion after underwriting discounts and before estimated offering expenses.
• The notes were issued under an indenture dated February 1, 1991, with Deutsche Bank Trust Company Americas as trustee.

8.01 Other Events · 9.01 Financial Statements and Exhibits