礼来美股招股说明书(2026-05-08版)

Eli Lilly and Company $750,000,000 Floating Rate Notes Due 2028Interest payable on February 20, May 20, August 20 and November 20$500,000,000 Floating Rate Notes Due 2029Interest payable on February 20, May 20, August 20 and November 20$750,000,000 4.150% Notes Due 2029Interest payable on May 20 and November 20$1,500,000,000 4.375% Notes Due 2031Interest payable on May 20 and November 20$1,250,000,000 4.650% Notes Due 2033Interest payable on May 20 and November 20$1,500,000,000 4.850% Notes Due 2036Interest payable on May 20 and November 20$1,750,000,000 5.600% Notes Due 2056Interest payable on May 20 and November 20$1,000,000,000 5.700% Notes Due 2066Interest payable on May 20 and November 20 Subject to the applicable mandatory redemption provisions described below for the applicable series of floating rate notes, we may not redeem the floating ratenotes at our option prior to maturity. We may redeem some or all of the fixed rate notes, at our option, at the times and prices described under “Description of the Notes—Optional Redemption” and certain series of the fixed rate notes are subject to the applicable mandatory redemption provisions described below. We expect to use the net proceeds from the sale of the notes for general corporate purposes, which may include the repayment of outstanding commercial paper, aswell as potentially to fund all or a portion of the upfront cash consideration and related fees and expenses payable in connection with our pending acquisitions ofCentessa Pharmaceuticals plc (“Centessa”) and Kelonia Therapeutics, Inc. (“Kelonia”). Prior to such uses, we may temporarily invest the net proceeds in marketablesecurities and short-term investments. We currently expect the Centessa Acquisition (as defined in “Description of the Notes—Special Mandatory Redemption” and, together with the acquisition ofKelonia, the “Acquisitions”) to be completed in the third quarter of 2026 and the acquisition of Kelonia to be completed in the second half of 2026. The sale of notes in this offering is not contingent upon the completion of either of the Acquisitions,which, if completed, will occur, in each case, subsequent to the closing of this offering. However, in the event that the Centessa Acquisition is not consummated on orprior to the date that is five(5) business days after the later of (i)March 31, 2027 or (ii)any later date as the parties to the Centessa Agreement (as defined in“Description of the Notes—Special Mandatory Redemption”) may agree as the “Outside Date” thereunder or (y)we notify the trustee in writing that we will not pursuethe consummation of the Centessa Acquisition, we will be required to redeem the Centessa Mandatorily Redeemable Notes (as defined in “Description of the Notes—Special Mandatory Redemption”) then outstanding at a redemption price equal to 101% of the principal amount of such Centessa Mandatorily Redeemable Notes plusaccrued and unpaid interest, if any, to, but excluding, the Centessa Special Mandatory Redemption Date (as defined in “Description of the Notes—Special MandatoryRedemption”). The net proceeds from the sale of the notes in this offering will not be deposited into an escrow account pending completion of the Centessa Acquisitionor the Centessa Special Mandatory Redemption (as defined in “Description of the Notes—Special Mandatory Redemption”), nor will we be required to grant anysecurity interest or other lien on the proceeds to secure any redemption of the notes. See “Description of the Notes—Special Mandatory Redemption.” The notes will be our unsecured and unsubordinated debt obligations, will rank equally with all of our other unsecured and unsubordinated indebtedness and willnot have the benefit of any sinking fund. The notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess of that amount. Investing in the notes involves risks. See “Risk Factors” beginning on page S-5 of this prospectus supplement and in ourAnnual Report on Form 10-K for the year ended December31, 2025. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the notes ordetermined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The notes will not be listed on any securities exchange. The underwriters expect to deliver the notes to investors in book-entry form through The Depository Trust Company for the accounts of its participants, includingClearstream Banking, société anonyme, and the Euroclear System, on or about May20, 2026, against payment in immediately available funds. We are responsible for the information contained in this prospectus supplement, the accompanying prospectus and any permitted freewriting prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different or additional information. Weand the underwriters t