ELI LILLY & Co

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

ELI LILLY AND COMPANY

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Dear Fellow Shareholders,

Thank you for your continued support of Eli Lilly and Company.2025 was another year of significant progress for our company. We delivered innovative medicines to more patients, advanced promising research, and expanded our capacity to meet rising global demand. Through year-end 2025, we achieved strong total shareholder returns, driven by share price appreciation and dividends.

We made significant progress this year with several drug approvals for treating cancer and digestive diseases and submitted orforglipron, our oral GLP-1 therapy, for obesity to regulatory authorities in the U.S. and Japan and for obesity and type 2 diabetes in the EU. We also advanced promising treatments for weight management, heart disease prevention, and various types of cancer through clinical testing.We worked to expand access to obesity medicines through a landmark agreement with the U.S. government to broaden availability through government programs. This initiative is designed to significantly reduce out-of-pocket costs for millions of Americans and reflects our commitment to affordability and patient access. To support future growth and patient needs, we announced record manufacturing investments, with new facilities and global expansions expected to strengthen our supply chain and enable delivery of medicines at scale.We pursued breakthrough discoveries on three fronts. Significant investments were made in expanding our research laboratories and capabilities, including building out advanced drug development platforms that could unlock new approaches to targeting disease. Partnerships were forged to deploy AI to help decode biology, with the potential to accelerate the discovery of new treatments with unprecedented speed and precision. We also expanded our network of collaborators, partners, and strategic biotech acquisitions, allowing us to harness collective expertise and assets. Together, these investments position us to strive toward delivering breakthrough therapies to patients faster than ever before.Our global health and sustainability initiatives remain central to our

purpose. We continue to progress our 30x30 goal of improving quality health care access for 30 million people living in resource-limited settings annually by 2030. We remain committed to advancing healthcare access and ensuring our innovative medicines are available to more people living in resource-limited settings. We also advanced toward our 2030 climate goals, including generating or purchasing approximately 80% of our electricity in 2025 from renewable sources (including onsite-generation, purchased energy, and renewable energy certificates). Your input continues to shape our governance priorities. Based on investor feedback, we again are proposing to eliminate the classified board structure and supermajority voting requirements from our articles of incorporation.As we approach Lilly’s 150th anniversary in May, we remain committed to building on our legacy of innovation to improve human health for generations to come. With your support, we will continue to invest in pioneering research and deliver medicines that make a meaningful difference for more people worldwide.We look forward to welcoming you to the annual meeting.

Sincerely,

Table of Contents

Cautionary Statements

This proxy statement contains forward-looking statements, including those regarding our strategies and financial performance; our development of new products, indications and technologies; our development and use of artificial intelligence and other emerging technologies, including through collaborations with third parties; global health and sustainability metrics, commitments, initiatives, and goals; and other statements that are not historical fact, and actual results could differ materially. Risks that could cause actual results to differ are set forth in the “Risk Factors” section of, and elsewhere in, our 2025 Annual Report on Form 10-K and our other filings with the Securities and Exchange Commission (SEC). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are based on management estimates, projections, and assumptions, and we undertake no obligation to update any such statements.

Certain documents and information referenced in this proxy statement are available on our website. However, we are not including the information contained on our website, or any information that may be accessed by links on our website, as part of, or incorporating it by reference into, this proxy statement.

The information contained under the heading “Pay Versus Performance” shall not be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 (the Exchange Act) except to the extent that we specifically incorporate it by reference in any such filing. All trademarks or trade names referred to in this proxy statement are the property of the company, or, to the extent trademarks or trade names belonging to other companies, the property of their respective owners. Solely for convenience, the trademarks and trade names in this proxy statement are referred to without the ® and ™ symbols, but such references should not be construed as any indicator that the company or, to the extent applicable, their respective owners will not assert, to the fullest extent under applicable law, the company's or their rights thereto. We do not intend the use or display of other companies’ trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

Unless otherwise expressly stated or context requires otherwise, information in this proxy statement is as of March 20, 2026.

Notice of 2026 Annual Meeting of Shareholders

How to Attend and Vote at the Annual Meeting. The 2026 annual meeting of shareholders (the Annual Meeting) of Eli Lilly and Company will be held virtually via live webcast. To attend the Annual Meeting, vote, and submit questions, visit virtualshareholdermeeting.com/LLY2026 and enter the 16-digit control number found on your proxy card, voting instruction form, or notice.

More Information. See Other Information—Meeting and Voting Logistics for more information on how to vote and Annual Meeting Logistics.

Your Vote is Important. Even if you plan to attend the Annual Meeting, we encourage you to vote prior to the meeting by one of the methods shown below.

By order of the Board of Directors,

Anat Hakim

Executive Vice President, General Counsel and Secretary

March 20, 2026

AVAILABILITY OF PROXY MATERIALS FOR THE MAY 4, 2026 SHAREHOLDER MEETING: The proxy statement is dated March 20, 2026, and a notice of internet availability of proxy materials was mailed on or about that date to our shareholders of record as of February 25, 2026. The annual report to shareholders and proxy statement are available at ProxyVote.com as well as on our website at lilly.com/about/annual-reports.

Proxy Statement Summary

Powered by Purpose

Our purpose is to unite caring with discovery to create medicines that make life better for people around the world. This purpose fuels every aspect of our business, as we aspire to:

Discover first or best-in-class molecules from internal and external sources that address significant unmet needs by integrating disease understanding with innovative scientific capabilities;

Develop molecules faster than competitors by executing clinical plans that maximize the human and economic value of the medicines we launch;

Reach people around the world by creating volume-driven uptake and broad access to a safe and reliable supply of life-changing medicines;

Scale our business by prioritizing investments into medicines and manufacturing capacity that can deliver the greatest value for patients and can drive long-term sustainable growth; and

Reinvest profits into our next wave of innovation and generate value for our investors.

Highlights of 2025 Performance

We continued to progress our strategy in 2025 with respect to operating performance, shareholder return (both absolute and relative), our innovation pipeline and other business development and sustainability matters. See our 2025 Form 10-K for more details on our financial performance.

Board Leadership and Composition Highlights

Director Nominee Snapshot

Board Leadership and Structure Information

•Lead Independent Director: We have a strong lead independent director empowered with clearly defined responsibilities.

•Independent Committees: All standing board committees are composed solely of independent directors and led by independent committee chairs.

•Executive Sessions: Our board schedules executive sessions of the independent directors that are presided over by the lead independent director at every regular board meeting.

•Access to Management and Advisors: Our independent directors actively engage in board meetings, have direct access to management, and, along with our board committees, have discretion to hire independent advisors at the company’s expense.

•Conflict of Interest Management: Our conflict of interest policy requires disclosures of potential conflicts to Lilly and clarifies when Lilly board service must be disclosed to others.

•CEO Selection and Compensation: Our independent directors lead the board’s process for selecting the chief executive officer (CEO). Our Talent and Compensation Committee (and, in the case of our CEO, in consultation with other independent directors and our external compensation consultant) establishes the compensation for our CEO and other executive officers.

•Refreshment: We are committed to maintaining an active and insightful board and seek to balance continuity of experience with fresh perspectives. We also have robust board and committee education programs that cultivate the evolution of director skills as the company evolves.

•Robust Annual Assessment: Our board conducts a robust annual assessment of its performance led by the lead independent director, the Directors and Corporate Governance Committee, and the board chair, including an annual assessment of each director. These assessments help provide the board with valuable perspectives to drive effectiveness and leadership.

Strategy and Risk Oversight

•Strategy: Our board approves and actively oversees our corporate long-term strategy. Our board and committee meetings are structured to engage our directors in informed reviews of strategic and forward-looking issues, as well as in constructive challenges to management initiatives and programs.

•Code of Conduct: Our code of business conduct reflects principles that are consistent with our company values of integrity, excellence, and respect for people. This code applies to our board and all employees worldwide and is reviewed and approved by the board. We have a supplemental code of conduct for our CEO and all members of financial management, in recognition of their unique responsibilities to ensure proper accounting, financial reporting, internal controls, and financial stewardship.

•Corporate Governance: The charter of each of our board committees clearly establishes the committee’s roles and responsibilities with respect to risk oversight.

•Compliance Program and Enterprise Risk Reviews: Our board reviews the overall state of our compliance program at least annually and reviews our enterprise-level risks on a regular basis and as matters arise. Our Audit Committee oversees the process by which we identify and create mitigation plans for enterprise-level risks. See “Governance—Board Oversight” for additional information.

•Board Oversight of Certain Areas

Our board oversees our political expenditures and lobbying activities. Directors receive regular updates on public policy issues and on the company’s political activity. The board also receives semi-annual updates on political engagement, including information on the contributions made by LillyPAC and the company, as well as trade association memberships.

Political Activity

Our board of directors monitors cybersecurity risks and regularly participates in presentations on cybersecurity and information technology. The Audit Committee is responsible for oversight of our programs, policies, procedures, and risk management activities related to information security, cybersecurity and data protection. It meets regularly with management to discuss threats, risks, and ongoing efforts to enhance cyber resiliency, as well as changes to the broader cybersecurity landscape. In addition to regular presentations, management promptly updates our board regarding significant threats and incidents as they arise.

Cybersecurity

Our board, including its Directors and Corporate Governance Committee, oversees and maintains ongoing engagement on key climate and sustainability matters.

Sustainability

Our board exercises active oversight of the overall talent management process, including human capital management strategies, corporate culture, and inclusion efforts. The board also oversees the work of its committees in connection with the board’s development of corporate policies and frameworks designed to attract, retain, engage, and develop a workforce that aligns with our values and mission.

Talent Management

Responsible AI Use

Our board oversees and receives regular updates from management on AI, including strategy, risks, development, governance, and ethical innovation approaches. As we deploy AI and other emerging technologies in various facets of our operations and continue to explore the responsible development and use of AI technologies, our board continues to deepen its understanding of these transformative technologies.

Shareholder Access and Engagement

Engagement Response

In response to input from our shareholders and consistent with previous years, management is putting forth for consideration at the Annual Meeting proposals to amend our articles of incorporation to eliminate the classified board structure and to eliminate supermajority voting.

Proxy Access

Our bylaws provide proxy access rights for shareholders holding at least three percent of our common stock for at least three years to nominate to the board the greater of two directors or 20 percent of our board seats.

Board Accountability

ü We have a majority voting standard.

ü We have a resignation policy for the election of directors in uncontested elections.

ü We hold annual say-on-pay shareholder advisory votes.

ü Our board committee members are all independent directors.

ü Shareholders have the ability to amend our bylaws.

ü We do not have a shareholder rights plan (known as a “poison pill”).

ü We have meaningful stock ownership and retention guidelines for our directors and executive officers to foster alignment with shareholders.

ü We have an annual cap on director compensation.

ü We have an annual director performance evaluation process.

Compensation

Compensation Philosophy and Practices

Our compensation programs are designed to align executive pay with shareholder interests and link pay to performance through a blend of short- and long-term performance measures. Our Talent and Compensation Committee annually reviews our programs to help ensure our incentives deliver long-term, sustainable business results while discouraging excessive risk-taking and other adverse behaviors.

For each of the last five years, greater than 94 percent of votes cast were in favor of our executive compensation programs, including greater than 96 percent in 2025. We believe this overwhelming support validates our compensation program and our performance culture. Some of our important practices and requirements include:

ü Robust stock ownership guidelines for executive officers.

ü Prohibition of hedging or pledging company stock.

ü Compensation recovery or “clawback” policy that aligns with applicable legal requirements and allows the recovery of certain compensation upon a wide range of misconduct.

ü Perquisites provided for compelling business purposes.

ü Double trigger change-in-control provisions in severance plans.

ü At-will employment with all executive officers.

Executive Compensation Summary

In 2025, the target compensation for our named executive officers wascompetitive when compared to thecompany’s peer group. Bonus and stock payouts exceeded target, consistent with strong company performance over the respective performance periods.

Pay for Performance

As described in the Compensation Discussion and Analysis (CD&A), we link our incentive pay programs to a mix of measures on three dimensions of company performance: operations; progress within our innovation pipeline; and shareholder return. The Talent and Compensation Committee adjusts reported revenue and EPS results in certain circumstances to eliminate the distorting effect of certain unusual items on incentive compensation.

The summary below highlights how our incentive pay programs are designed to align with company performance. Please see Appendix A for a reconciliation of, and adjustments made to, revenue and EPS for incentive compensation programs.

Governance

How We Build an Effective Board

Our directors are elected by our shareholders to oversee Lilly’s business operations, strategy, and management. The Directors and Corporate Governance Committee, led by our lead independent director, regularly assesses the board to ensure that directors have the skills, experience and diverse perspectives needed to oversee our complex and evolving business. Our board assessment process, corporate governance guidelines, and refreshment efforts have resulted in a board that balances institutional knowledge with fresh viewpoints and reflects diverse backgrounds. This structure creates an effective board capable of providing strategic guidance and rigorous oversight to drive long-term shareholder value.

Character: Board members should possess the personal attributes necessary to be effective directors, including unquestioned integrity, sound judgment, a collaborative spirit, and commitment to our company, shareholders, and stakeholders.

Independence: We believe there should always be a substantial majority (75 percent or more) of independent directors on the board. The board annually determines independence based on a review and recommendation by the Directors and Corporate Governance Committee. No director is considered independent unless the board has affirmatively determined that he or she has no material relationship with the company, either directly or as a partner, shareholder, or officer of an organization that has a relationship with the company. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable, and familial relationships, among others. To evaluate the materiality of any such relationship, the board has adopted categorical independence standards consistent with the New York Stock Exchange (NYSE) listing standards.

Lilly’s process for determining director independence is set forth in our Standards for Director Independence, available on our website atlilly.com/about/leadership/governance, along with our corporate governance guidelines.

On the recommendation of the Directors and Corporate Governance Committee, the board determined that each current non-employee director is independent and that the members of our Audit and Talent and Compensation Committees meet the heightened independence standards applicable to those committees. The board determined that none of the current non-employee directors has had during the last three years (i) any of the relationships identified in the company’s categorical independence standards or (ii) any other material relationship with the company that would compromise his or her independence.

The board considered that certain non-employee directors are affiliated with entities that transact with the company in the ordinary course of business. Drs. Baicker, Bertozzi, Kaelin, and Hedley are employed at medical or academic institutions with which the company engages in clinical research, provides grants, or conducts

commercial transactions. Mr. Luciano is employed by Archer-Daniels-Midland Company, with which the company engaged in routine business transactions. The board determined that these transactions did not impair the independence of any directors.

Transactions with these entities fell below the applicable thresholds for independence impairment under the NYSE Listed Company Manual and the company's Standards for Director Independence, and did not constitute related party transactions under the company's Related Persons Transactions Policy (discussed more fully on p.39).

Diversity of Experience: The board does not have specific diversity goals or a standalone diversity policy. The board seeks director candidates who represent a mix of backgrounds and experiences that will enhance the quality of deliberations and decisions. Candidates are expected to have substantial experience with one or more publicly traded national or multinational companies or to have achieved a high level of distinction in their chosen field. The company’s current 12 directors range in age from 53 to 70 and include five women and seven men.

Item 1. Election of Directors

Under our articles of incorporation, the board is divided into three classes with approximately one-third of the directors standing for election each year. The Directors and Corporate Governance Committee has recommended that each of the following four nominees be elected at the Annual Meeting. Each of the director nominees is currently serving as a director.

The term for directors to be elected this year will expire at the annual meeting of shareholders held in 2029. Each of the director nominees above has agreed to serve for that term. Nominees are elected to serve until his or her successor is duly elected and qualified. If a nominee set forth in this proxy statement is unable to serve or for good cause will not serve, proxy holders may vote for another nominee proposed by the board or, as an alternative, the board may reduce the number of directors to be elected at the Annual Meeting.

RECOMMENDATION FOR

The board recommends that you vote FOR the election of each of the board’s nominees, Carolyn Bertozzi, William Kaelin, Jr., Jon Moeller, and David Ricks to serve as directors until our 2029 annual meeting of shareholders and until their successors are duly elected and qualified, or until their earlier death, resignation, or removal.

Director Biographies:

Set forth below is information, as of March 20, 2026, regarding our directors and director nominees. We have provided the most relevant experiences, qualifications, attributes, and skills that support the conclusion that each director or director nominee should serve as a director in light of our business and operations.

No family relationship exists among any of our directors, director nominees, or executive officers. To the best of our knowledge, there are no pending material legal proceedings in which any of our directors or nominees for director, or any of their associates, is a party adverse to us or any of our affiliates, or has a material interest adverse to us or any of our affiliates. Additionally, to the best of our knowledge, there have been no events under any bankruptcy laws, no criminal proceedings and no judgments, sanctions, or injunctions during the past 10 years that are material to the evaluation of the ability or integrity of any of our directors or nominees for director. There is no arrangement or understanding between any director or director nominee and any other person pursuant to which he or she was or is to be selected as a director or director nominee.

Class of 2026

Class of 2027

Class of 2028

Director Skills and Experience:

Our directors are responsible for overseeing the company’s business consistent with their fiduciary duties. This significant responsibility requires highly skilled individuals with various qualities, attributes, and professional experiences. We believe the board is well-rounded, with a balance of relevant perspectives and experience, as illustrated in the following chart.

Director Nominations

Each year, the board proposes a slate of director nominees for election by shareholders at the Annual Meeting. The board has delegated the process of screening potential director candidates to the Directors and Corporate Governance Committee, which receives input from other board members.

Candidate Pool Identification: Director candidates can be identified from several sources, including incumbent directors, shareholders, executive search firms retained by the committee, and management. For example, Jon Moeller and Carolyn Bertozzi were recommended by a third-party search firm and management.

In-Depth Review: The Directors and Corporate Governance Committee employs the same process to evaluate all candidates, including those submitted by shareholders, in accordance with our bylaws and corporate governance guidelines.

1. Evaluate Director Qualifications. The committee initially evaluates a candidate based on publicly available information and additional information supplied by the party recommending the candidate. The committee, assisted by management or a search firm, may gather additional data as needed, including on the candidate’s qualifications, relationships or transactions with related parties, availability, probable level of interest, and any potential conflicts of interest.

Incumbent Directors - For incumbent directors being considered for re-nomination, the Directors and Corporate Governance Committee has the additional benefit of (i) feedback from the annual board and committee evaluations and related individual discussions between each director and the chair and/or the lead independent director; (ii) knowledge of attendance and participation at, and preparation for, prior board and committee meetings; and (iii) shareholder feedback, if such nominee has been elected at a prior annual meeting.

2. Meetings with Select Directors. If the committee’s subsequent evaluation continues to be favorable, the candidate is contacted by the chair of the board and one or more of the independent directors, including the lead independent director, for direct discussions to determine the mutual level of interest in pursuing the candidacy.

Recommendation for Election: If these discussions are favorable, the committee recommends that the board nominate the candidate for election by the shareholders (or for the board to elect the candidate to fill a vacancy, as applicable).

Director Compensation

Non-employee director compensation is reviewed and approved by the board. Directors who are employees receive no additional compensation for serving on the board.

Director Compensation Governance

The Directors and Corporate Governance Committee performs an annual review of non-employee director compensation, which includes:

ü conducting a general industry and pharmaceutical company peer group analysis with the assistance of an outside compensation consultant,

ü avoiding excess compensation by positioning non-employee director compensation near the market median of the general industry peer group, and

ü linking most of the compensation to the long-term performance of Lilly stock.

If the Directors and Corporate Governance Committee determines adjustments to non-employee director compensation are warranted, it will make recommendations to the full board for consideration.

Compensation Elements

The following table shows the compensation elements in effect for all non-employee directors in 2025:

1 Expenses. Directors are reimbursed for customary and usual travel expenses in connection with their travel to and from board meetings and other company events.

2 Stock Compensation. Non-employee directors received an annual stock-based award that was credited to each non-employee director’s deferred stock account established under the Lilly Directors’ Deferral Plan. The units were calculated by dividing $220,000 by the closing stock price on a pre-set annual date, yielding approximately 215 units. When applicable, the annual stock-based award was prorated for time served. See “Lilly Directors’ Deferral Plan—Deferred Stock Account”.

3 Ad Hoc Committees. Non-employee directors may receive additional cash compensation for serving on ad hoc board committees that may be formed by the board from time to time. Committee chair retainers are in addition to member retainers.

4 Annual Compensation Cap for Directors. The board approved a cap to the total annual compensation (cash and stock compensation) for non-employee directors of $800,000. The cap is intended to avoid excessive director compensation and is included in both the Lilly Directors’ Deferral Plan and in the Amended and Restated 2002 Lilly Stock Plan approved by shareholders at the 2018 annual meeting of shareholders.

Changes for 2026. Following the Directors and Corporate Governance Committee’s review of non-employee director compensation, the board approved increases to (i) the annual stock grant (to $240,000 in deferred stock units); (ii) the lead director annual retainer (to $50,000); and (iii) the chair retainers for the Audit Committee (to $34,000), the Science and Technology Committee and Talent and Compensation Committee (to $30,000 each), and the Directors and Corporate Governance Committee and Ethics and Compliance Committee (to $25,000 each), effective January 1, 2026. No other changes were implemented.

Share Ownership Guidelines

Non-employee directors are required to hold Lilly stock, directly, through units representing the right to receive shares of Lilly stock or as notional units that will be later paid in cash under the Lilly Directors’ Deferral Plan, valued at no less than five times their annual board retainer. New non-employee directors are allowed five years to reach the required ownership level. All non-employee directors are compliant with these guidelines.

Lilly Directors’ Deferral Plan

The Lilly Directors’ Deferral Plan allows non-employee directors to defer their compensation during active service as described below.