Eli Lilly and Company (LLY) Q2 FY2026 8-K Filings and Company Events

Filings that contain financial statements

• 8-K, accession 0000059478-26-000077 (filed August 5, 2026), Exhibit 99.1 press release furnishes Eli Lilly's second-quarter 2026 results: condensed income-statement figures (revenue, gross margin, R&D, SG&A, IPR&D charges, net income, reported and non-GAAP EPS) and full-year 2026 guidance.
• 8-K, accession 0000059478-26-000043 (filed April 30, 2026), Exhibit 99.1 furnishes first-quarter 2026 results and updated full-year guidance.
• 8-K, accession 0000059478-26-000008 (filed February 4, 2026), Exhibit 99.1 furnishes fourth-quarter and full-year 2025 results and initial 2026 guidance.
• 8-K, accession 0000059478-25-000251 (filed October 30, 2025), Exhibit 99.1 furnishes third-quarter 2025 results and raised 2025 guidance.
• 8-K, accession 0000059478-25-000202 (filed August 7, 2025), Exhibit 99.1 furnishes second-quarter 2025 results and raised 2025 guidance.
• 8-K, accession 0000059478-25-000138 (filed May 8, 2025), annual-meeting voting results only (Item 5.07); no financial statements.
• 8-K, accession 0000059478-25-000129 (filed May 1, 2025), Exhibit 99.1 furnishes first-quarter 2025 results and reaffirmed 2025 guidance.
• 8-K, accession 0000059478-25-000037 (filed February 6, 2025), Exhibit 99.1 furnishes fourth-quarter and full-year 2024 results and initial 2025 guidance.
• 8-K, accession 0000059478-25-000005 (filed January 14, 2025), Exhibit 99.1 furnishes preliminary, unaudited 2024 full-year and Q4 2024 revenue and initial 2025 revenue guidance (a JPMorgan Healthcare Conference update, not final GAAP financials).

The company's full interim and annual financial statements are also carried in its Form 10-Q (accession 0000059478-26-000081, quarter ended June 30, 2026) and Form 10-K (accession 0000059478-26-000013, year ended December 31, 2025), which are covered separately in this reporting package.

Earnings and guidance

• August 5, 2026, Q2 2026 results, guidance raised. Revenue rose 48% year over year to $23.0 billion, driven by Mounjaro and Zepbound volume. Reported EPS was $7.94 (up 26%) and non-GAAP EPS was $8.38 (up 33%), both including $3.03 of acquired IPR&D charges versus $0.14 a year earlier. The company raised full-year 2026 revenue guidance to $85.0–$87.0 billion and raised underlying non-GAAP EPS guidance by $2.78 at the midpoint, though that increase was more than offset by the quarter's IPR&D charges, leaving the reported non-GAAP EPS range at $35.50–$36.50. Lilly also disclosed it had committed an additional $4.5 billion to expand its Indiana manufacturing sites, and that subsequent to quarter-end it completed three acquisitions to build an infectious-disease portfolio and entered into an agreement to acquire AtaiBeckley, Inc. (8-K, accession 0000059478-26-000077).
• April 30, 2026, Q1 2026 results, guidance raised. Revenue rose 56% to $19.8 billion. Reported EPS was $8.26 (up 170%) and non-GAAP EPS was $8.55 (up 156%), including $0.52 of acquired IPR&D charges. Full-year 2026 revenue guidance was raised to $82.0–$85.0 billion and non-GAAP EPS guidance to $35.50–$37.00. The company also announced a planned Investment Community Meeting for December 7, 2026 (8-K, accession 0000059478-26-000043).
• February 4, 2026, Q4 and full-year 2025 results, 2026 guidance issued. Q4 2025 revenue rose 43% to $19.3 billion; reported EPS was $7.39 (up 51%) and non-GAAP EPS was $7.54 (up 42%), both including $0.52 of acquired IPR&D charges. Initial 2026 guidance was set at $80–$83 billion revenue and $33.50–$35.00 non-GAAP EPS. The release also referenced an agreement with the U.S. government to expand access to obesity medicines (8-K, accession 0000059478-26-000008).
• October 30, 2025, Q3 2025 results, guidance raised. Revenue rose 54% to $17.60 billion. Reported EPS was $6.21 and non-GAAP EPS was $7.02. Full-year 2025 revenue guidance was raised to $63.0–$63.5 billion, reported EPS guidance to $21.80–$22.50, and non-GAAP EPS guidance to $23.00–$23.70 (8-K, accession 0000059478-25-000251).
• August 7, 2025, Q2 2025 results, guidance raised. Revenue rose 38% to $15.56 billion. Reported EPS was $6.29 (up 92%) and non-GAAP EPS was $6.31 (up 61%), both including $0.14 of acquired IPR&D charges. Full-year 2025 revenue guidance midpoint was raised by $1.5 billion to $60–$62 billion; reported EPS guidance raised to $20.85–$22.10 and non-GAAP EPS guidance raised to $21.75–$23.00. Business development activity in the quarter included the completed acquisitions of SiteOne Therapeutics, Inc. and Verve Therapeutics, Inc. (8-K, accession 0000059478-25-000202).
• May 1, 2025, Q1 2025 results, guidance reaffirmed. Revenue rose 45% to $12.73 billion. Reported EPS was $3.06 (up 23%) and non-GAAP EPS was $3.34 (up 29%), both including $1.72 of acquired IPR&D charges. Full-year 2025 revenue guidance was reaffirmed at $58.0–$61.0 billion (8-K, accession 0000059478-25-000129).
• February 6, 2025, Q4 and full-year 2024 results, 2025 guidance issued. Q4 2024 revenue rose 45% to $13.53 billion; reported EPS was $4.88 (up 102%) and non-GAAP EPS was $5.32 (up 114%), both including $0.19 of acquired IPR&D charges. Initial 2025 guidance was set at $58.0–$61.0 billion revenue, $22.05–$23.55 reported EPS, and $22.50–$24.00 non-GAAP EPS. The release also flagged the then-pending acquisition of Scorpion Therapeutics, Inc.'s mutant-selective PI3Kα inhibitor program (8-K, accession 0000059478-25-000037).
• January 14, 2025, preliminary 2024 revenue update and initial 2025 guidance at the J.P. Morgan Healthcare Conference. Lilly said full-year 2024 revenue would be approximately $45.0 billion (about $4.0 billion above the midpoint of its original 2024 guidance) but that Q4 2024 revenue, at roughly $13.5 billion, would come in about $400 million below the low end of its most recent guidance, citing slower-than-expected U.S. incretin market acceleration and lower year-end channel inventory. The company issued initial 2025 revenue guidance of $58.0–$61.0 billion. This was explicitly labeled preliminary, unaudited information subject to change with final closing procedures (8-K, accession 0000059478-25-000005).

Mergers and acquisitions

Several acquisitions were signed and/or closed across the period. Based on the language in Lilly's own filings:

• Centessa Pharmaceuticals plc, agreement to acquire disclosed as pending in the Q1 2026 earnings release (April 30, 2026); Lilly's quarterly report for the period ended June 30, 2026 confirms the acquisition closed on June 24, 2026, with an acquisition-date fair value of consideration of $6,593 million (cash consideration paid or to be paid, net of cash acquired, of $5,958 million, plus contingent consideration up to $1,542 million). The Q2 2026 earnings release (August 5, 2026) lists Centessa among acquisitions completed in the quarter (10-Q, accession 0000059478-26-000081; 8-K, accession 0000059478-26-000077).
• Kelonia Therapeutics, Inc., closed June 25, 2026, with an acquisition-date fair value of consideration of $4,897 million ($3,086 million cash consideration net of cash acquired, plus up to $3,750 million of contingent consideration) (10-Q, accession 0000059478-26-000081).
• Ventyx Biosciences, Inc., closed March 4, 2026, with an acquisition-date fair value of consideration of $1,178 million ($1,058 million cash consideration net of cash acquired) (10-Q, accession 0000059478-26-000081).
• Ajax Therapeutics, Inc., acquisition completed in June 2026; accounted for as an asset acquisition with a $909 million acquired IPR&D charge for AJ1-11095, a Phase 1 oral JAK2 inhibitor (10-Q, accession 0000059478-26-000081).
• Orna Therapeutics, Inc., acquisition completed in May 2026; accounted for as an asset acquisition with a $1,233 million acquired IPR&D charge for ORN-252, a Phase 1 CAR-T therapy (10-Q, accession 0000059478-26-000081).
• SiteOne Therapeutics, Inc. and Verve Therapeutics, Inc., both acquisitions completed in Q2 2025, per the August 7, 2025 earnings release (8-K, accession 0000059478-25-000202).
• Scorpion Therapeutics, Inc., its PI3Kα inhibitor program (STX-478) was described as a pending acquisition in the February 6, 2025 earnings release; a $1,412 million acquired IPR&D charge tied to Scorpion is recorded in March 2025, indicating the deal closed in Q1 2025 (8-K, accession 0000059478-25-000037; 10-Q, accession 0000059478-26-000081).
• AtaiBeckley, Inc., Lilly disclosed it "entered into an agreement to acquire" AtaiBeckley subsequent to the quarter ended June 30, 2026, as noted in the Q2 2026 earnings release dated August 5, 2026. This is a signed but not-yet-closed deal as of that release (8-K, accession 0000059478-26-000077).
• Lilly also disclosed it "completed three acquisitions to build an infectious disease portfolio" subsequent to the quarter ended June 30, 2026, without naming the targets in the Exhibit 99.1 summary (8-K, accession 0000059478-26-000077).

Debt issuance

Lilly completed three underwritten public notes offerings in the period, all issued under its 1991 indenture (as amended) and a shelf registration on Form S-3:

• May 20, 2026, $9.0 billion aggregate principal of notes (net proceeds approximately $8.94 billion). Comprising Floating Rate Notes due 2028 ($750 million) and 2029 ($500 million), and Fixed Rate Notes due 2029 (4.150%, $750 million), 2031 (4.375%, $1.5 billion), 2033 (4.650%, $1.25 billion), 2036 (4.850%, $1.5 billion), 2056 (5.600%, $1.75 billion) and 2066 (5.700%, $1.0 billion). The 2029 Floating Rate Notes and the 2029, 2031, 2033 and 2036 Fixed Rate Notes carry a special mandatory redemption at 101% of principal if the Centessa acquisition did not close by an outside date of March 31, 2027 (or later, as agreed), a condition that had not yet been triggered, since Centessa closed the following month, on June 24, 2026, per the 10-Q. Net proceeds were used for general corporate purposes, including repaying commercial paper and funding a portion of the Centessa and Kelonia acquisitions (8-K, accession 0001193125-26-232707).
• August 20, 2025, $6.75 billion aggregate principal of notes (net proceeds approximately $6.71 billion). Comprising Floating Rate Notes due 2028 ($750 million) and Fixed Rate Notes due 2028 (4.000%, $1.0 billion), 2031 (4.250%, $750 million), 2032 (4.550%, $1.0 billion), 2035 (4.900%, $1.25 billion), 2055 (5.550%, $1.0 billion) and 2065 (5.650%, $1.0 billion) (8-K, accession 0001193125-25-184093).
• February 12, 2025, $6.5 billion aggregate principal of notes (net proceeds approximately $6.46 billion). Comprising Fixed Rate Notes due 2028 (4.550%, $1.0 billion), 2030 (4.750%, $1.25 billion), 2032 (4.900%, $1.0 billion), 2035 (5.100%, $1.25 billion), 2055 (5.500%, $1.25 billion) and 2065 (5.600%, $750 million) (8-K, accession 0001193125-25-025057).

Board and governance

• May 4, 2026, 2026 annual meeting results. Shareholders elected all four director nominees (Carolyn Bertozzi, William Kaelin, Jr., Jon Moeller, David Ricks) and ratified Ernst & Young LLP as auditor. Proposals to eliminate the classified board and eliminate supermajority voting provisions each fell short of the required 80% supermajority. A shareholder proposal for an independent board chair and one requesting an annual lobbying report were both voted down (8-K, accession 0000059478-26-000048).
• November 18, 2025, board appointment. Carolyn R. Bertozzi, Ph.D. (Stanford chemistry professor and HHMI investigator) was elected to Lilly's board effective December 8, 2025 (8-K, accession 0000059478-25-000271).
• May 5, 2025, 2025 annual meeting results. Shareholders elected all four director nominees (Ralph Alvarez, Mary Lynne Hedley, Kimberly Johnson, Juan Luciano) and ratified Ernst & Young LLP as auditor. Proposals to eliminate the classified board and eliminate supermajority voting provisions again fell short of the required 80% supermajority (8-K, accession 0000059478-25-000138).
• November 19, 2024, board changes. Jon Moeller, chairman, president and CEO of Procter & Gamble, was elected to Lilly's board effective December 1, 2024. Karen Walker resigned from the board effective December 31, 2024, while continuing to collaborate with Lilly on certain digital commercial initiatives; her departure was described as not arising from any disagreement with the company (8-K, accession 0000059478-24-000258).

Note on scope

All 15 8-Ks filed by Eli Lilly between November 19, 2024 and August 5, 2026 are reflected above. No standalone Item 8.01 8-K separately announced the signing of the Centessa Pharmaceuticals acquisition; the signing was disclosed in the Q1 2026 earnings release (8-K, accession 0000059478-26-000043, April 30, 2026), which listed "Lilly to acquire Centessa Pharmaceuticals to advance treatments for sleep-wake disorders" among its business-development announcements, with the closing confirmed in the company's Form 10-Q for the quarter ended June 30, 2026.