13 unchanged sentences
Other Information
−Removed: On November 20, 2024 , Donald Zakrowski , senior vice president, finance, and chief accounting officer , adopted a sales plan (Plan).
−Removed: The Plan was entered into during an open trading window and is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act of 1934 and our policies regarding trading in our securities.
−Removed: The Plan calls for the sale of up to 4,000 shares of company common stock between March 13, 2025 and November 19, 2025 subject to the terms and conditions of the Plan.
+Added: During the three months ended December 31, 2025, none of our directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
3 unchanged sentences
Information relating to our board of directors is found in our Definitive Proxy Statement, to be dated on or about March 20, 2026 (Proxy Statement), under "Governance - How We Build an Effective Board" and is incorporated in this Annual Report on Form 10-K by reference.
−Removed: Information relating to our insider trading procedure and processes is found in our Proxy Statement under "Ownership of Company Stock - Common Stock Ownership by Directors and Executive Officers" and is incorporated in this Annual Report on Form 10-K by reference.
+Added: Information relating to our insider trading policy and processes is found in our Proxy Statement under "Ownership of Company Stock - Common Stock Ownership by Directors and Executive Officers" and is incorporated in this Annual Report on Form 10-K by reference.
Information relating to our executive officers is found at Item 1, "Business - Executive Officers of the Company" and is incorporated by reference herein.
49 unchanged sentences
4.5 Description of the Company's 6.77% Notes due 2036, incorporated by reference to Exhibit 4.5 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019
−Removed: 4.6 Description of the Company's 7 1/8% Notes due 2025, incorporated by reference to Exhibit 4.6 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019
−Removed: 4.7 Description of the Company's 0.625% Notes due 2031 and 1.700% Notes due 2049, incorporated by reference to Exhibit 4.7 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019
−Removed: 4.8 Description of the Company's 0.500% Notes due 2033, 1.125% Notes due 2051, and 1.375% Notes due 2061, incorporated by reference to Exhibit 4.8 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021
−Removed: 4.9 Description of the Company's 1.625% Notes due 2043, incorporated by reference to Exhibit 4.9 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021
+Added: 4.6 Description of the Company's 0.625% Notes due 2031 and 1.700% Notes due 2049, incorporated by reference to Exhibit 4.
+Added: 7 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019
+Added: 4.7 Description of the Company's 0.500% Notes due 2033, 1.125% Notes due 2051, and 1.375% Notes due 2061, incorporated by reference to Exhibit 4.
+Added: 8 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021
+Added: 4.8 Description of the Company's 1.625% Notes due 2043, incorporated by reference to Exhibit 4.
+Added: 9 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021
10.1 Amended and Restated 2002 Lilly Stock Plan (1) , incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024
10.2 Form of Performance Award under the 2002 Lilly Stock Plan (1) incorporated by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022
−Removed: 10.3 Form of Shareholder Value Award under the 2002 Lilly Stock Plan (1) *
+Added: 10.3 Form of Revenue Growth Award under the 2002 Lilly Stock Plan (1) *
10.4 Form of Relative Value Award under the 2002 Lilly Stock Plan (1) *
1 unchanged sentence
10.6 Form of Non-Compete Payment Agreement (1) , incorporated by reference to Exhibit 10.5 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022
−Removed: 10.7 The Lilly Deferred Compensation Plan, as amended (1) *
−Removed: 10.8 The Lilly Directors' Deferral Plan, as amended (1 ) *
+Added: 10.7 The Lilly Deferred Compensation Plan, as amended (1) , incorporated by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K for the year ended December 31, 2024
+Added: 10.8 The Lilly Directors' Deferral Plan, as amended (1) , incorporated by reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K for the year ended December 31, 2024
10.9 The Eli Lilly and Company Bonus Plan, as amended (1) , incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K for the year ended December 31, 2020
10.10 2007 Change in Control Severance Pay Plan for Select Employees, as amended (1) , incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023
−Removed: 19 Trading Lilly Securities Global Procedure*
+Added: 19 Eli Lilly Insider Trading Policy*
21 List of Subsidiaries*
23 Consent of Independent Registered Public Accounting Firm*
+Added: 24 Power of Attorney *
31.1 Rule 13a-14(a) Certification of David Ricks, Chair, President, and Chief Executive Officer*
22 unchanged sentences
DONALD ZAKROWSKI
−Removed: /s/ Ralph Alvarez Director
RALPH ALVAREZ
−Removed: /s/ Katherine Baicker, Ph.D.
KATHERINE BAICKER, Ph.D.
−Removed: /s/ Erik Fyrwald Director
−Removed: /s/ Mary Lynne Hedley, Ph.D.
−Removed: MARY LYNNE HEDLEY, Ph.
−Removed: /s/ Jamere Jackson Director
+Added: CAROLYN BERTOZZI, Ph.D.
+Added: MARY LYNNE HEDLEY, Ph.D.
JAMERE JACKSON
−Removed: /s/ Kimberly Johnson Director
KIMBERLY JOHNSON
−Removed: /s/ William Kaelin, Jr., M.D.
WILLIAM KAELIN, JR., M.D.
−Removed: /s/ Juan Luciano Director
−Removed: /s/ Jon Moeller Director
−Removed: /s/ Gabrielle Sulzberger Director
GABRIELLE SULZBERGER
+Added: /s/ Lucas Montarce
+Added: LUCAS MONTARCE
+Added: As Attorney-in-Fact
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.