Executive Change

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): August 13, 2024 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 7 1/8% Notes due 2025 LLY25 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 13, 2024, Dr. Marschall S. Runge notified the Board of Directors (the "Board") of Eli Lilly and Company (the "Company") of his decision to retire from the Board, effective as of August 31, 2024. Dr. Runge's decision to retire as a director did not arise from any disagreement with the Company on any matter relating to the Company's operations, policies or practices. On August 16, 2024, the Company issued a press release announcing Dr. Runge's retirement from the Board. A copy of the release is attached as Exhibit 99.1 to this Current Report on Form 8-K. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release of Eli Lilly and Company, dated August 16, 2024. 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/ Anat Hakim Name: Anat Hakim Title: Executive Vice President, General Counsel and Secretary Date: August 16, 2024