ELI LILLY & Co 8-K

What Happened
On May 20, 2026, Eli Lilly and Company announced it completed an underwritten offering of multiple series of debt securities (the “Notes”) totaling approximately $8.94 billion in net proceeds (after underwriting discounts, before offering expenses). The offering includes floating-rate and fixed-rate notes with maturities from 2028 through 2066. Lead underwriters were Morgan Stanley, Citigroup, Deutsche Bank and Goldman Sachs. The offering was made under an S-3 registration and the notes were issued under an existing indenture with Deutsche Bank Trust Company Americas as trustee.

Key Details

• Total net proceeds: approximately $8.94 billion (after underwriting discounts, before estimated offering expenses).
• Series and principal amounts:
  • Floating Rate Notes: $750M due 2028 (SOFR + 0.350%, quarterly reset); $500M due 2029 (SOFR + 0.460%, quarterly reset).
  • Fixed Rate Notes: $750M 4.150% due 2029; $1.5B 4.375% due 2031; $1.25B 4.650% due 2033; $1.5B 4.850% due 2036; $1.75B 5.600% due 2056; $1.0B 5.700% due 2066.
• Maturities: each series matures on May 20 of its stated year (2028–2066).
• Special mandatory redemption: five series (2029 FRN, 2029 fixed, 2031, 2033, 2036) are subject to a “Centessa Special Mandatory Redemption” at 101% if the referenced Centessa Acquisition is not completed by the outside date or the company elects not to pursue it. The 2028 FRN, 2056 and 2066 notes are not subject to that redemption.
• Redemption rights: the company may optionally redeem the Fixed Rate Notes (in whole or in part) under specified terms; Floating Rate Notes are generally not redeemable at the company’s option prior to maturity except as described for mandatory provisions.

Why It Matters
This filing shows Eli Lilly raised nearly $9 billion of debt across short- and long-term maturities, which will increase its future interest obligations and affect its capital structure. The mix of floating- and fixed-rate notes gives the company both interest-rate exposure (SOFR-linked) and locked-in fixed coupons through 2066. Investors should note the Centessa-linked mandatory redemption feature for several series — a contractual term tying part of this financing to the outcome of the company’s planned Centessa Acquisition. Key impacts for shareholders and bond investors include higher debt outstanding, scheduled interest costs based on the stated rates, and potential redemption activity if the Centessa transaction is not completed.