# Eli Lilly and Company (LLY) — Current Events Brief

## Filings that contain financial statements

The following 8-K filings furnish Eli Lilly's quarterly earnings press releases (Exhibit 99.1), each including condensed income statement detail (revenue, net income, reported and non-GAAP EPS, segment/product revenue tables, and forward guidance):

- **Accession 0000059478-26-000043** (filed April 30, 2026) — results for the quarter ended March 31, 2026 (Q1 2026)
- **Accession 0000059478-26-000008** (filed February 4, 2026) — results for the quarter and year ended December 31, 2025 (Q4/FY2025)
- **Accession 0000059478-25-000251** (filed October 30, 2025) — results for the quarter ended September 30, 2025 (Q3 2025)
- **Accession 0000059478-25-000202** (filed August 7, 2025) — results for the quarter ended June 30, 2025 (Q2 2025)
- **Accession 0000059478-25-000129** (filed May 1, 2025) — results for the quarter ended March 31, 2025 (Q1 2025)
- **Accession 0000059478-25-000037** (filed February 6, 2025) — results for the quarter and year ended December 31, 2024 (Q4/FY2024)
- **Accession 0000059478-24-000242** (filed October 30, 2024) — results for the quarter ended September 30, 2024 (Q3 2024)

The Form 10-Q for the quarter ended March 31, 2026 (accession 0000059478-26-000045) also contains full condensed financial statements, including Note 4's acquisition accounting detail for the Ventyx Biosciences purchase discussed below.

## Earnings and guidance trajectory

Lilly's revenue growth accelerated through the period, driven almost entirely by volume in the Mounjaro/Zepbound incretin franchise, with full-year guidance raised at nearly every quarterly print:

- **October 30, 2024** (accession 0000059478-24-000242) — Q3 2024 revenue rose 20% (42% excluding a 2023 olanzapine/Zyprexa divestiture gain); reported EPS $1.07, non-GAAP EPS $1.18, both depressed by $3.08 of acquired IPR&D charges. Full-year 2024 guidance updated to $45.4–46.0 billion revenue, $12.05–12.55 reported EPS, $13.02–13.52 non-GAAP EPS.
- **January 14, 2025** (accession 0000059478-25-000005) — Ahead of the J.P. Morgan Healthcare Conference, Lilly pre-announced full-year 2024 revenue of approximately $45.0 billion and Q4 2024 revenue of approximately $13.5 billion — about $400 million (roughly 3%) below the low end of the guidance range issued October 30, 2024, attributed to U.S. incretin channel/inventory dynamics. The company simultaneously issued initial 2025 revenue guidance of $58.0–61.0 billion.
- **February 6, 2025** (accession 0000059478-25-000037) — Q4 2024 revenue rose 45% to $13.53 billion; reported EPS $4.88, non-GAAP EPS $5.32. Full-year 2025 guidance formalized at $58.0–61.0 billion revenue, $22.05–23.55 reported EPS, $22.50–24.00 non-GAAP EPS.
- **May 1, 2025** (accession 0000059478-25-000129) — Q1 2025 revenue rose 45% to $12.73 billion; reported EPS $3.06, non-GAAP EPS $3.34 (including $1.72 of acquired IPR&D charges, primarily related to the Scorpion Therapeutics PI3K program — see below). 2025 revenue guidance reaffirmed at $58.0–61.0 billion.
- **August 7, 2025** (accession 0000059478-25-000202) — Q2 2025 revenue rose 38% to $15.56 billion; reported EPS $6.29, non-GAAP EPS $6.31. 2025 guidance raised: revenue midpoint up $1.5 billion to $60–62 billion, reported EPS raised to $20.85–22.10, non-GAAP EPS raised to $21.75–23.00.
- **October 30, 2025** (accession 0000059478-25-000251) — Q3 2025 revenue rose 54% to $17.60 billion; reported EPS $6.21, non-GAAP EPS $7.02. 2025 guidance raised again: revenue to $63.0–63.5 billion, reported EPS to $21.80–22.50, non-GAAP EPS to $23.00–23.70.
- **February 4, 2026** (accession 0000059478-26-000008) — Q4 2025 revenue rose 43% to $19.3 billion; reported EPS $7.39, non-GAAP EPS $7.54. Initial 2026 guidance issued: revenue $80–83 billion, non-GAAP EPS $33.50–35.00.
- **April 30, 2026** (accession 0000059478-26-000043) — Q1 2026 revenue rose 56% to $19.8 billion; reported EPS $8.26 (+170%), non-GAAP EPS $8.55 (+156%), including $0.52 of acquired IPR&D charges. 2026 guidance raised: revenue to $82.0–85.0 billion, non-GAAP EPS to $35.50–37.00. The release also announced a planned Investment Community Meeting for December 7, 2026.

Across the period, regulatory and pipeline milestones cited in the releases included U.S. approvals for Ebglyss (atopic dermatitis), Zepbound (obstructive sleep apnea), Omvoh (Crohn's disease), Inluriyo/imlunestrant (breast cancer), a tirzepatide autoinjector pen, and — most notably — U.S. FDA approval in Q1 2026 of Foundayo (orforglipron), Lilly's oral GLP-1 pill, alongside global regulatory submissions for orforglipron in obesity and type 2 diabetes.

## Business development / M&A

- **Scorpion Therapeutics, Inc.** — First disclosed as a pending deal in the February 6, 2025 release (accession 0000059478-25-000037); the acquisition of Scorpion's mutant-selective PI3K inhibitor program (STX-478) closed in Q1 2025, generating a $1.57 billion acquired IPR&D charge disclosed in the May 1, 2025 release (accession 0000059478-25-000129).
- **SiteOne Therapeutics, Inc. and Verve Therapeutics, Inc.** — Both acquisitions were disclosed as completed in the August 7, 2025 release (accession 0000059478-25-000202).
- **Adverum Biotechnologies, Inc.** — The planned acquisition was announced in the October 30, 2025 release (accession 0000059478-25-000251). The February 4, 2026 release (accession 0000059478-26-000008) disclosed the expiration of the tender offer and completion of the acquisition. Per the pipeline table in the FY2025 Form 10-K (accession 0000059478-26-000013), the deal brought in ixo-vec, a gene-therapy candidate for wet age-related macular degeneration that is in Phase 3 development. The earnings releases did not state the deal's financial consideration.
- **Ventyx Biosciences, Inc.** — The planned acquisition was announced in the February 4, 2026 release (accession 0000059478-26-000008). Per Note 4 of the Form 10-Q for the quarter ended March 31, 2026 (accession 0000059478-26-000045), Lilly acquired all shares of Ventyx on March 4, 2026 for $14.00 per share in cash (an aggregate of approximately $1.1 billion, net of cash acquired). The preliminary purchase-price allocation recognized an acquisition-date fair value of consideration transferred of $1,178 million, cash acquired of $120 million, and cash paid net of cash acquired of $1,058 million, including acquired in-process research and development of $977 million relating primarily to VTX3232. Ventyx develops oral therapies for inflammatory-mediated diseases.
- **Orna Therapeutics, Centessa Pharmaceuticals plc, Kelonia Therapeutics, and Ajax Therapeutics** — The April 30, 2026 release (accession 0000059478-26-000043) disclosed agreements to acquire all four companies; deal terms were not detailed in the earnings release. Of these, the Centessa Pharmaceuticals plc acquisition was still pending as of the May 20, 2026 debt offering described below, which built in special mandatory redemption provisions tied to its closing — meaning it had not yet closed as of that filing.

## Capital markets activity (senior notes offerings)

Lilly issued senior notes on three occasions in the period, each via an underwriting agreement under its existing 1991 indenture and a Form S-3 shelf registration:

- **February 12, 2025** (accession 0001193125-25-025057) — $6.5 billion aggregate principal across six tranches (4.550% notes due 2028, 4.750% due 2030, 4.900% due 2032, 5.100% due 2035, 5.500% due 2055, 5.600% due 2065).
- **August 20, 2025** (accession 0001193125-25-184093) — $6.75 billion aggregate principal across seven tranches, including floating-rate notes due 2028 plus fixed-rate notes due 2028, 2031, 2032, 2035, 2055, and 2065.
- **May 20, 2026** (accession 0001193125-26-232707) — $9.0 billion aggregate principal across eight tranches (floating-rate notes due 2028 and 2029; fixed-rate notes at 4.150% due 2029, 4.375% due 2031, 4.650% due 2033, 4.850% due 2036, 5.600% due 2056, and 5.700% due 2066), yielding net proceeds of approximately $8.94 billion. The 2029 floating-rate notes and the fixed-rate 2029/2031/2033/2036 tranches (roughly $5.5 billion of the raise) are subject to special mandatory redemption at 101% of principal plus accrued interest if the Centessa Pharmaceuticals acquisition does not close by five business days after March 31, 2027 (or a later agreed outside date), or if Lilly notifies the trustee it will not pursue the deal. The 2028 floating-rate notes and the 2056/2066 notes are not tied to the Centessa closing.

## Manufacturing capacity commitments

Alongside the earnings releases, Lilly announced a series of large manufacturing-capacity investments:

- **October 30, 2025** (accession 0000059478-25-000251) — Plans to build a new $6.5 billion facility to manufacture active pharmaceutical ingredients in Texas, alongside a separately announced $5 billion manufacturing facility in Virginia. The release also announced "more than $1.2 billion investment in Puerto Rico facility to boost oral medicine manufacturing capacity in the United States," an expansion of Lilly's existing Puerto Rico site.
- **February 4, 2026** (accession 0000059478-26-000008) — Plans to build a $6 billion facility to manufacture active pharmaceutical ingredients in Alabama, and selection of Pennsylvania as the site for a new injectable-medicine and device manufacturing facility (no dollar figure was stated for the Pennsylvania facility in the release). The release also announced a new $3 billion facility "to boost oral medicine manufacturing capacity in Europe for patients worldwide."

These commitments coincide with a step-up in reported capital expenditures: per the FY2025 Form 10-K (accession 0000059478-26-000013), capital expenditures were $7.8 billion in 2025, compared with $5.1 billion in 2024.

## Capital and policy: U.S. government agreement on obesity-medicine access

The February 4, 2026 earnings release (accession 0000059478-26-000008) disclosed that Lilly reached a voluntary agreement with the U.S. government to expand access to its obesity medicines for millions of Americans, alongside standard risk-factor language referencing "the negotiation and implementation of our voluntary agreement with the U.S. government related to drug pricing and access." No additional financial terms of this arrangement were disclosed in the filings reviewed.

## Board and governance

- **November 19, 2024** (accession 0000059478-24-000258) — The board elected Jon Moeller (P&G chairman, president and CEO) as a new independent director effective December 1, 2024. Karen Walker resigned from the board effective December 31, 2024, with a transition to a digital-commercial collaboration role in 2025.
- **May 8, 2025** (accession 0000059478-25-000138) — At the 2025 annual meeting (held May 5, 2025), shareholders elected four directors, approved say-on-pay on an advisory basis, ratified Ernst & Young LLP as auditor, and rejected (below the required 80% threshold) proposals to eliminate the classified board structure and eliminate supermajority voting provisions.
- **November 21, 2025** (accession 0000059478-25-000271) — The board elected Carolyn R. Bertozzi, Ph.D. (Stanford chemistry professor and HHMI investigator) as a new independent director effective December 8, 2025.
- **May 7, 2026** (accession 0000059478-26-000048) — At the 2026 annual meeting (held May 4, 2026), shareholders elected four directors, approved say-on-pay, ratified Ernst & Young LLP as auditor, and again rejected (below the 80% threshold) proposals to eliminate the classified board and eliminate supermajority voting provisions; separate shareholder proposals on an independent board chair and an annual lobbying report were also not approved.