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NYSE: LLY ELI LILLY & Co 10-K

Lilly revenue surges 45% to $65.2B on Mounjaro/Zepbound; voluntary U.S. pricing pact risks offset

Filed February 12, 2026 · Period ending December 31, 2025 · Compared to 10-K Feb 19, 2025 · ~2 min read

Key Financials

SEC XBRL
Metric PriorDec 31, 2024 CurrentDec 31, 2025 Δ
Revenue $45.0B $65.2B ▲ +44.7%
Net income $10.6B $20.6B ▲ +94.9%
Diluted EPS $11.71 $22.95 ▲ +96.0%
Cash & equivalents $3.27B $7.27B ▲ +122.4%
Long-term debt (noncurrent) $28.5B $40.9B ▲ +43.3%
Total assets $78.7B $112.5B ▲ +42.9%

As reported in XBRL by the filer · 10-K vs 10-K. Income figures cover the fiscal year; cash & assets are period-end balances. n/m = not meaningful (sign change; a % would mislead). about this table · verify on EDGAR →

Key Number Changes

revenue growth MD&A

Prior filing · verify on EDGAR →

Revenue $ 45,042.7 $ 34,124.1 32

Current filing · verify on EDGAR →

Revenue $ 65,179 $ 45,043 45

net income and EPS MD&A

Prior filing · view on EDGAR →

Net income 10,590.0 5,240.4 102

Earnings per share - diluted 11.71 5.80 102

Current filing · view on EDGAR →

Net income 20,640 10,590 95

Earnings per share - diluted 22.95 11.71 96

Mounjaro revenue MD&A

Prior filing · verify on EDGAR →

Mounjaro $ 8,949.9 $ 2,590.2 $ 11,540.1 $ 5,163.1 124

Current filing · verify on EDGAR →

Mounjaro $ 13,651 $ 9,315 $ 22,965 $ 11,540 99

Zepbound revenue MD&A

Prior filing · view on EDGAR →

Zepbound 4,925.7 — 4,925.7 175.8 NM

Current filing · verify on EDGAR →

Zepbound(1) 13,484 58 13,542 4,926 175

capital expenditures MD&A

Prior filing · verify on EDGAR →

Capital expenditures were $5.06 billion during 2024, compared to $3.45 billion in 2023.

Current filing · verify on EDGAR →

Capital expenditures were $7.8 billion during 2025, compared to $5.1 billion in 2024.

total debt MD&A

Prior filing · verify on EDGAR →

As of December 31, 2024, total debt was $33.64 billion, an increase of $8.42 billion compared with $25.23 billion at December 31, 2023.

Current filing · verify on EDGAR →

As of December 31, 2025, total debt was $42.5 billion, an increase of $8.9 billion compared with $33.6 billion at December 31, 2024.

share repurchases MD&A

Prior filing · verify on EDGAR →

In 2024, we repurchased $2.50 billion of shares, which completed our $5.00 billion share repurchase program that our board authorized in May 2021. Our board authorized a $15.00 billion share repurchase program in December 2024. No shares were repurchased under this new program as of December 31, 2024.

Current filing · verify on EDGAR →

In 2025, we repurchased $4.1 billion of shares under our $15.0 billion share repurchase program that our board authorized in December 2024. As of December 31, 2025, we had $10.9 billion remaining under this program.

dividend increase MD&A

Prior filing · verify on EDGAR →

Dividends of $5.20 per share and $4.52 per share were paid in 2024 and 2023, respectively. The quarterly dividend was increased to $1.50 per share effective for the dividend to be paid in the first quarter of 2025, resulting in an indicated annual rate for 2025 of $6.00 per share.

Current filing · verify on EDGAR →

Dividends of $6.00 per share and $5.20 per share were paid in 2025 and 2024, respectively. The quarterly dividend was increased to $1.73 per share effective for the dividend to be paid in the first quarter of 2026, resulting in an indicated annual rate for 2026 of $6.92 per share.

contract manufacturing commitments MD&A

Prior filing · verify on EDGAR →

The executed agreements could, under certain circumstances, require us to pay up to approximately $14 billion if we do not purchase specified amounts of goods or services primarily related to our incretin medicines, including medicines in development, over the durations of the agreements, which are generally up to 8 years.

Current filing · verify on EDGAR →

Executed agreements related to our medicines in development could, under certain circumstances, require us to pay up to approximately $10 billion if we do not purchase specified amounts of goods or services over the durations of the agreements, which are generally up to 8 years.

R&D expenses MD&A

Prior filing · verify on EDGAR →

Research and development $ 10,990.6 $ 9,313.4 18

Current filing · verify on EDGAR →

Research and development $ 13,337 $ 10,991 21

marketing, selling, and administrative expenses MD&A

Prior filing · verify on EDGAR →

Marketing, selling, and administrative 8,593.8 7,403.1 16

Current filing · verify on EDGAR →

Marketing, selling, and administrative 11,094 8,594 29

effective tax rate MD&A

Prior filing · view on EDGAR →

Income taxes 2,090.4 1,314.2 59

Effective tax rate 16.5 % 20.1 %

Current filing · view on EDGAR →

Income taxes 5,091 2,090 144

Effective tax rate 19.8 % 16.5 %

revenue growth Notes

Prior filing · view on EDGAR →

Revenue (Note 2) $ 45,042.7 $ 34,124.1 $ 28,541.4

Current filing · verify on EDGAR →

Revenue $ 65,179 $ 45,043 $ 34,124

net income Notes

Prior filing · verify on EDGAR →

Net income $ 10,590.0 $ 5,240.4 $ 6,244.8

Current filing · verify on EDGAR →

Net income $ 20,640 $ 10,590 $ 5,240

share repurchases Notes

Prior filing · verify on EDGAR →

Retirement of treasury shares (2,964) (1.8) (2,498.2) (2,964) 2,500.0

Current filing · view on EDGAR →

Purchases of common stock (4.8) (3) (4,105)

sales rebates and discounts accrual Notes

Prior filing · view on EDGAR →

Sales rebates and discounts 11,539.3 11,689.0

Current filing · view on EDGAR →

Sales rebates and discounts 17,382 11,539

property and equipment Notes

Prior filing · verify on EDGAR →

Property and equipment, net (Note 9) 17,102.4 12,913.6

Current filing · verify on EDGAR →

Property and equipment, net 24,675 17,102

long-term debt Notes

Prior filing · view on EDGAR →

Long-term debt (Note 11) 28,527.1 18,320.8

Current filing · view on EDGAR →

Long-term debt 40,868 28,527

5 key changes 5 high relevance 4 sections

Key Changes

  • high

    Revenue jumped 45% to $65.2B in FY2025, driven by Mounjaro ($23B, +99%) and Zepbound ($13.5B, +175%), which together account for 56% of total revenue. Net income nearly doubled to $20.6B. Top six products now represent 94.9% of revenue, up from 75% in FY2024, concentrating risk.

  • high

    Preliminary voluntary agreements with U.S. government (Nov 2025) commit to lower Medicaid/other drug prices and balanced international pricing. Medicare obesity-medicine access by July 2026. Risk: expanded access may not offset pricing concessions; aligning U.S. prices with international benchmarks could pressure global pricing strategies and competitive positioning.

  • high

    HHS selected Trulicity and Verzenio for Medicare price negotiation effective 2028 (joining Jardiance in 2026). Company expects further selections will accelerate revenue erosion for major products. CVS Caremark removed Zepbound from preferred formulary on some plans in July 2025, negatively impacting access.

  • high

    Capital expenditures increased 54% to $ 65,179 in FY2025 to expand manufacturing capacity for incretin medicines; long-term debt rose $12.3B to $40.9B. Company repurchased $4.1B of stock (up 64% from $2.5B in FY2024) and raised quarterly dividend 15% to $1.73/share ($6.92 annual rate for 2026).

  • high

    Incretin product liability litigation expanded: Zepbound added to claims; MDL split into two proceedings (gastrointestinal injuries and NAION); cases now include Quebec class action. Seventh Circuit affirmed adverse jury verdict in average manufacturer price case (Sept 2025); rehearing denied (Dec 2025). Actos third-party payer class certification appeal denied by Ninth Circuit; Supreme Court petition filed (Nov 2025).

Summary

Eli Lilly delivered exceptional FY2025 results, with revenue surging 45% to $65.2 billion and net income nearly doubling to $20.6 billion, driven by the incretin franchise (Mounjaro and Zepbound together accounted for 56% of total revenue). The company expanded manufacturing capacity aggressively (capex up 54% to $7.8 billion) and returned $4.1 billion to shareholders through buybacks while raising the dividend 15%.

However, revenue concentration intensified—the top six products now represent 82% of revenue, up from 75% in FY2024—amplifying the impact of pricing and competitive pressures on any single product.

The company announced preliminary voluntary agreements with the U.S. government in November 2025 to lower Medicaid and certain other drug prices and adopt a more balanced international pricing approach, with Medicare obesity-medicine access by July 2026. While this expands the addressable market, the company explicitly flags execution risks: expanded access may not generate sufficient revenue to offset pricing concessions, and aligning U.S. prices with international benchmarks could pressure pricing strategies and competitive positioning globally. Separately, HHS selected Trulicity and Verzenio for Medicare price negotiation effective 2028 (joining Jardiance in 2026), and CVS Caremark removed Zepbound from preferred formulary status on some plans in July 2025, demonstrating concrete payer pushback. Litigation expanded materially: incretin product liability cases now include Zepbound and split into two MDLs (gastrointestinal injuries and NAION claims), with additional class actions in Quebec. The Seventh Circuit affirmed an adverse jury verdict in the average manufacturer price case in September 2025 and denied rehearing in December; the company is assessing next steps (likely a Supreme Court petition). The Actos third-party payer class certification appeal was denied by the Ninth Circuit, and Lilly filed a Supreme Court petition in November 2025. Watch for: (1) finalization of the voluntary U.S. pricing agreements and their impact on FY2026 revenue; (2) orforglipron regulatory decision (submitted under expedited review); (3) litigation outcomes and reserve adequacy as incretin cases progress to trial.

Section-by-Section Diff

Business

~16,800 words (+5% vs prior)

Added new product Inluriyo; expanded manufacturing sites; reorganized executive leadership; updated LillyDirect description; revised competition and IP sections.

2 Added 2 Removed 15 Modified
Added Inluriyo product launch high

Added in current filing · view on EDGAR →

Inluriyo For the treatment of adults with ER-positive HER2-negative, ESR1-mutated advanced or metastatic breast cancer whose disease progressed after at least one line of endocrine therapy.

Lilly added Inluriyo, a new oncology product for ER-positive HER2-negative breast cancer with ESR1 mutations, to its marketed product portfolio. The product table includes compound patent protection through 2039 in major markets and data protection through 2030-2036 depending on territory. This expands Lilly's oncology franchise into a genetically-defined breast cancer segment.

Substantive Edit Jaypirca indications medium

Previous filing · verify on EDGAR →

For the treatment of adult patients with relapsed or refractory mantle cell lymphoma (MCL) after at least two lines of systemic therapy, including a BTK inhibitor; and for the treatment of adult patients with chronic lymphocytic leukemia or small lymphocytic lymphoma who have received at least two prior lines of therapy, including a BTK inhibitor and a BCL-2 inhibitor.

Current filing · verify on EDGAR →

For the treatment of adult patients with relapsed or refractory chronic lymphocytic leukemia or small lymphocytic lymphoma (CLL/SLL) who have previously been treated with a covalent BTK inhibitor; and for the treatment of adult patients with relapsed or refractory mantle cell lymphoma (MCL) after at least two lines of systemic therapy, including a BTK inhibitor.

The CLL/SLL indication for Jaypirca was revised to require only prior treatment with a covalent BTK inhibitor, removing the requirement for prior BCL-2 inhibitor therapy. This broadens the eligible patient population by allowing earlier-line use and simplifies the treatment history requirement, potentially expanding the addressable market.

Substantive Edit Retevmo compound patent expiry medium

Previous filing · view on EDGAR →

Retevmo compound patent U.S. 2037

Current filing · view on EDGAR →

Retevmo compound patent U.S. 2038

The U.S. compound patent expiration date for Retevmo extended by one year from 2037 to 2038, likely reflecting a patent term adjustment or extension granted by the USPTO. This provides an additional year of exclusivity protection in the U.S. market before generic or biosimilar competition can enter.

Added Manufacturing expansion sites high

Previous filing · verify on EDGAR →

Investments to increase our manufacturing capacity include sites in North Carolina, Wisconsin, Ireland, Germany, and two in Indiana.

Current filing · verify on EDGAR →

Investments to increase our manufacturing capacity include new sites in North Carolina, Wisconsin, Indiana, Virginia, Texas, Alabama, Pennsylvania, Ireland, Germany, and the Netherlands.

Lilly disclosed four additional manufacturing expansion sites (Virginia, Texas, Alabama, Pennsylvania, and the Netherlands) beyond the baseline's six locations. This reflects significant capital investment to support anticipated demand for current and prospective products, particularly the high-growth incretin portfolio (Mounjaro/Zepbound). The geographic diversification also addresses supply-chain resilience.

Substantive Edit LillyDirect platform description high

Previous filing · verify on EDGAR →

We recently launched LillyDirect, a direct-to-consumer digital health care platform designed to, among other things, provide patients in the U.S. living with obesity, migraine and diabetes with tools to help them access care from independent healthcare providers, as well as the option for home delivery of select prescribed Lilly medicines through third-party pharmacies. Programs to assist patients in adhering to treatment plans are also available for use. We have launched, and continue to explore, new partnerships and tools, including through LillyDirect, to expand access to our medicines.

Current filing · verify on EDGAR →

In certain jurisdictions, we utilize LillyDirect, our direct-to-patient digital health care platform, to provide delivery of select Lilly medicines dispensed by third-party pharmacies to patients. Tools to help patients access care from independent healthcare providers and programs to assist patients in adhering to treatment plans are also available on the platform where applicable. Sales through LillyDirect represented a growing portion of our business in 2025 and we have launched, and continue to explore, new partnerships and tools, including through LillyDirect, to further expand access to our medicines.

LillyDirect evolved from a recently-launched U.S.-only platform for obesity/migraine/diabetes to an established multi-jurisdictional channel representing "a growing portion of our business in 2025." The current filing no longer describes it as "recent" and confirms it has achieved material scale. This reflects the platform's transition from pilot to meaningful revenue contributor and signals Lilly's commitment to direct-to-patient distribution as a strategic channel.

Substantive Edit Competition and global R&D landscape medium

Added in current filing · verify on EDGAR →

We face intensifying competition worldwide, including from China and other markets that have significantly expanded and accelerated research and development capabilities. Companies in these markets are increasingly licensing products to multinational pharmaceutical companies, entering into strategic partnerships, and competing directly in major markets. Our ability to compete effectively depends on our capacity to innovate at the pace of global scientific advancement, to access innovation through strategic partnerships and licensing arrangements across geographies, and to efficiently bring differentiated products to market.

Lilly added new disclosure acknowledging intensified global competition, particularly from China and other emerging markets that have expanded R&D capabilities and are licensing products to multinationals, forming partnerships, and competing directly in major markets. This frames competition as a global innovation race requiring Lilly to access external innovation across geographies, not just internal R&D. The addition reflects the changing competitive landscape where emerging-market companies are no longer just manufacturing generics but developing novel therapies.

Substantive Edit Compounding and counterfeit incretins medium

Previous filing · verify on EDGAR →

In recent periods, we have seen an increase in the production, marketing, and sale of counterfeit, misbranded, adulterated, and compounded incretins.

Current filing · verify on EDGAR →

We continue to see the production, marketing, and sale of counterfeit, misbranded, adulterated, and mass-compounded incretins in the U.S. and other markets.

The description of compounding/counterfeit incretins shifted from "an increase in recent periods" to "we continue to see" this activity, and added "mass-compounded" as a descriptor. The change from "increase" to "continue" suggests the issue persists at elevated levels rather than accelerating further. The "mass-compounded" addition distinguishes large-scale compounding operations from traditional pharmacy compounding, clarifying the regulatory and market concern.

Substantive Edit EU pharmaceutical legislation medium

Previous filing · verify on EDGAR →

The European Commission published its draft General Pharmaceutical Legislation in April 2023. While certain elements in the European Commission draft could expedite regulatory timelines, we anticipate that the overall market and patient impact would be negative if the legislation is approved as drafted. Implementation timing is unknown at this time. Health care cost containment remains a focus in the EU, among other jurisdictions.

Current filing · verify on EDGAR →

In December 2025 the European Commission, Council, and Parliament reached an agreement-in-principle on EU Pharmaceutical Legislation. The implementation timeline and eventual impact on patients and the overall market is currently uncertain. Budget pressures and associated cost containment measures remain a focus in the EU, among other jurisdictions.

The EU pharmaceutical legislation progressed from draft (April 2023) to agreement-in-principle (December 2025). Lilly's tone shifted from anticipating "negative" impact "if approved as drafted" to stating the impact is "currently uncertain." This reflects the legislative process moving forward but with final details and implementation still unclear. The removal of the negative assessment may indicate the final agreement differs from the original draft or that Lilly is adopting a more neutral public stance.

Substantive Edit EU data protection periods high

Previous filing · verify on EDGAR →

Legislative bodies in the European Union (EU) are discussing proposed reductions in data protection periods but it remains uncertain if, or when, these proposals might be adopted.

Current filing · verify on EDGAR →

An agreement-in-principle, announced in December 2025 between the European Commission, Council, and Parliament, would set a base level of 8 years of data protection, with additional incentives conditional on certain requirements, while overall reducing the maximum protection available by one year.

The EU data protection discussion moved from uncertain proposals to a concrete agreement-in-principle in December 2025 that would reduce the base period from effectively 10 years to 8 years, with conditional incentives, and cut the maximum by one year. This represents a material change in the regulatory environment for new product launches in Europe, potentially shortening exclusivity periods and accelerating biosimilar/generic competition, which could pressure pricing and revenue for future products.

Substantive Edit U.S. international pricing alignment efforts high

Added in current filing · verify on EDGAR →

The outcome of our preliminary agreements with the U.S. government and broader U.S. policy efforts to align domestic pharmaceutical pricing with international benchmarks from countries with competing healthcare cost containment priorities is uncertain and could impact our pricing strategies, product demand or access, or competitive positioning across global markets, and may result in reduced revenue in certain markets.

Lilly added disclosure of preliminary agreements with the U.S. government and broader U.S. policy efforts to align domestic pharmaceutical pricing with international benchmarks. This is new language describing active negotiations or policy initiatives that could pressure U.S. prices downward by referencing lower prices in countries with cost-containment systems. The disclosure acknowledges uncertainty but flags potential revenue impact across global markets, suggesting these efforts could affect both U.S. and international pricing strategies.

Substantive Edit 340B litigation update medium

Previous filing · verify on EDGAR → · paraphrased

On November 14, 2024, Lilly sued the Health Resources and Services Administration (HRSA) over its purported rejection of Lilly's plan to implement a cash replenishment model to make 340B pricing available to 340B covered entities, in place of the current product replenishment model.

Current filing · verify on EDGAR →

The U.S. District Court for the District of Columbia agreed with HRSA in May 2025 that the government must preapprove Lilly’s cash replenishment model, which HRSA has not done. Lilly appealed that decision to the U.S. Court of Appeals for the District of Columbia.

The 340B litigation progressed from the initial November 2024 filing to a May 2025 district court ruling against Lilly, which Lilly then appealed to the D.C. Circuit. The district court sided with HRSA, requiring preapproval of Lilly's cash replenishment model. This adverse ruling increases uncertainty around Lilly's ability to implement its preferred 340B distribution model and could sustain higher 340B-related rebate costs if the appeal is unsuccessful.

Substantive Edit R&D headcount medium

Previous filing · verify on EDGAR →

At the end of 2024, we employed approximately 11,000 people in pharmaceutical research and development activities

Current filing · verify on EDGAR →

At the end of 2025, we employed approximately 12,000 people in pharmaceutical research and development activities

Lilly increased its R&D workforce by approximately 1,000 people (9% growth) from year-end 2024 to year-end 2025. This reflects continued investment in discovery and development capabilities to support the pipeline, particularly in cardiometabolic health, immunology, neuroscience, and oncology. The headcount expansion signals confidence in the pipeline and willingness to invest in innovation despite broader industry cost pressures.

Substantive Edit Total employee headcount medium

Previous filing · verify on EDGAR →

At the end of 2024, we employed approximately 47,000 people, including approximately 25,000 employees outside the U.S.

Current filing · verify on EDGAR →

At the end of 2025, we employed approximately 50,000 people, including approximately 27,000 employees outside the U.S.

Lilly's total workforce grew by approximately 3,000 people (6% growth) from year-end 2024 to year-end 2025, with 2,000 of the increase outside the U.S. This reflects expansion to support manufacturing scale-up (new sites), commercial operations for high-growth products (Mounjaro/Zepbound), and R&D. The international headcount growth (8%) outpaced domestic growth, consistent with global manufacturing and market expansion.

Substantive Edit Executive leadership reorganization medium

Previous filing · view on EDGAR → · paraphrased

Patrik Jonsson Executive Vice President and President, Lilly Cardiometabolic Health and President, Lilly USA (since 2024) ... Daniel Skovronsky, M.D., Ph.D. Executive Vice President, Chief Scientific Officer and President, Lilly Research Laboratories and Lilly Immunology (since 2024) ... Anne White Executive Vice President and President, Lilly Neuroscience (since 2021) ... Ilya Yuffa Executive Vice President and President, Lilly International (since 2021)

Current filing · view on EDGAR → · paraphrased

Adrienne Brown Executive Vice President and President, Lilly Immunology (since 2025) ... Kenneth Custer, Ph.D. Executive Vice President and President, Lilly Cardiometabolic Health (since 2025) ... Carole Ho Executive Vice President and President, Lilly Neuroscience (since 2025) ... Patrik Jonsson Executive Vice President and President, Lilly International (since 2025) ... Daniel Skovronsky, M.D., Ph.D. Executive Vice President, Chief Scientific and Product Officer and President, Lilly Research Laboratories (since 2025) ... Jacob Van Naarden Executive Vice President, President, Lilly Oncology and Head of Corporate Business Development (since 2025) ... Ilya Yuffa Executive Vice President and President, Lilly USA and Global Customer Capabilities (since 2025)

Lilly reorganized its executive leadership in 2025 with multiple role changes: Adrienne Brown, Kenneth Custer, and Carole Ho were promoted to lead Immunology, Cardiometabolic Health, and Neuroscience respectively (Ho replaced Anne White, who is no longer listed); Patrik Jonsson moved from Cardiometabolic Health/USA to International; Ilya Yuffa moved from International to USA/Global Customer Capabilities; Skovronsky's title expanded to Chief Scientific and Product Officer; and Van Naarden added Head of Corporate Business Development to his Oncology role. This reflects a significant leadership realignment, likely to support the company's growth phase and therapeutic-area focus.

Substantive Edit Kisunla IP table - Europe medium

Previous filing · view on EDGAR → · paraphrased

Kisunla compound patent Japan 2036

Current filing · view on EDGAR →

Kisunla compound patent ... major European countries 2036

The IP table for Kisunla (donanemab, Alzheimer's disease) was expanded to include major European countries with compound patent protection through 2036, in addition to the existing U.S. and Japan entries. This reflects regulatory progress in Europe; the baseline noted donanemab was submitted for EU review, and the current filing's addition of European patent dates suggests approval is anticipated or has occurred.

Show 4 minor / wording changes
Substantive Edit U.S. tariffs and China trade tensions low

Previous filing · verify on EDGAR →

In February 2025, the U.S. presidential administration imposed new tariffs on China and China responded with tariffs on select U.S. goods.

Current filing · verify on EDGAR →

In 2025, the U.S. government imposed new tariffs on Chinese goods, and China responded with tariffs on select U.S. goods.

The tariff disclosure was updated from a specific February 2025 event to a broader statement that tariffs were imposed "in 2025" without the month. This is a minor timing clarification that does not change the substance: both filings describe the same 2025 tariff actions and their potential to disrupt China-related supply chain operations.

Removed Reyvow product and IP table entry low

Removed from previous filing · view on EDGAR →

Reyvow | compound patent | U.S. 2028 | Japan 2028 | data protection | major European countries 2032 | Japan 2032

Reyvow (lasmiditan, an acute migraine treatment) was removed from the intellectual property table in the current filing. The product is not listed in the marketed products section either, suggesting it may have been discontinued, divested, or deprioritized. Reyvow had compound patent protection through 2028 in the U.S. and Japan. The removal indicates the product is no longer considered a major or recently launched patent-protected product in Lilly's portfolio.

Removed Donanemab and imlunestrant regulatory review disclosure low

Removed from previous filing · verify on EDGAR →

The following product candidates are the most relevant that are currently under regulatory review. Upon approval, we expect relevant compound patent and data protections to apply:

•Donanemab has been submitted for regulatory review in the EU for the treatment of early Alzheimer's disease.

•Imlunestrant has been submitted for regulatory review in the U.S., the EU, and Japan for the treatment of ER-positive HER2-negative metastatic breast cancer.

The separate disclosure of product candidates under regulatory review (donanemab for EU, imlunestrant for U.S./EU/Japan) was removed from the IP section. Donanemab (marketed as Kisunla) is now in the marketed products table with European patent dates added, indicating EU approval occurred. Imlunestrant was approved and is now marketed as Inluriyo, appearing in the products table. The removal reflects the transition of these candidates from pipeline to commercial products.

Substantive Edit Products sold in countries low

Previous filing · verify on EDGAR →

Our products are sold in approximately 95 countries.

Current filing · verify on EDGAR →

Our products are sold in approximately 90 countries.

Lilly reduced the reported number of countries where products are sold from approximately 95 to approximately 90. This five-country reduction could reflect market exits, consolidation of distribution arrangements, regulatory or reimbursement challenges in certain markets, or reclassification of how markets are counted. The change is modest but indicates some contraction in geographic footprint.

MD&A

~9,800 words (-14% vs prior)

Revenue grew 45% to $65.2B driven by Mounjaro/Zepbound; disclosed preliminary U.S. drug pricing agreements; enacted OBBBA tax law changes.

6 Added 2 Removed 4 Modified 12 Numbers
Number Change revenue growth high

Previous filing · verify on EDGAR →

Revenue $ 45,042.7 $ 34,124.1 32

Current filing · verify on EDGAR →

Revenue $ 65,179 $ 45,043 45

Total revenue increased 45% year-over-year to $65.2 billion in 2025, compared to 32% growth in the prior year. The acceleration reflects continued strong demand for Mounjaro and Zepbound, which together accounted for 56% of total revenues in 2025.

Number Change net income and EPS high

Previous filing · view on EDGAR →

Net income 10,590.0 5,240.4 102

Earnings per share - diluted 11.71 5.80 102

Current filing · view on EDGAR →

Net income 20,640 10,590 95

Earnings per share - diluted 22.95 11.71 96

Net income nearly doubled to $20.6 billion (up 95%) and diluted EPS increased 96% to $22.95. The growth was driven by higher gross margin from favorable product mix and improved production costs, partially offset by increased R&D and marketing expenses.

Added U.S. drug pricing agreements high

Added in current filing · verify on EDGAR →

In November 2025, we announced preliminary voluntary agreements with the U.S. government in which, among other arrangements, we agreed to lower Medicaid and certain other drug prices for U.S. patients and to launch new medicines with a more balanced pricing approach across developed nations. We face risks and uncertainty associated with these arrangements and negotiating the definitive agreements, including potential delays and the possibility of unfavorable terms related to pricing, access, and other key objectives. Among other risks, we may fail to adequately capitalize on the additional U.S. access to our obesity medicines resulting from these agreements, particularly if the revenues generated from such expanded access are insufficient to offset pricing concessions. Moreover, the outcome of these arrangements and broader U.S. policy efforts to align domestic pharmaceutical pricing with international benchmarks from countries with competing healthcare cost containment priorities is uncertain and could negatively impact our pricing strategies, product demand or access, or competitive positioning across global markets, and may result in reduced revenue in certain markets.

The company disclosed preliminary voluntary agreements with the U.S. government announced in November 2025 to lower Medicaid and certain other drug prices and adopt a more balanced pricing approach across developed nations. The disclosure highlights execution risks, including the possibility that expanded obesity-medicine access may not generate sufficient revenue to offset pricing concessions, and warns that aligning U.S. pricing with international benchmarks could negatively impact pricing strategies, demand, access, and competitive positioning.

Added Medicare and Medicaid access for obesity medicines high

Added in current filing · verify on EDGAR →

As part of these agreements, Medicare beneficiaries will have access to discounted Lilly obesity medicines by July 1, 2026 and individual state Medicaid programs will have the option to expand access to these medicines.

The company disclosed that Medicare beneficiaries will gain access to discounted Lilly obesity medicines by July 1, 2026, and state Medicaid programs will have the option to expand access. This represents a significant expansion of coverage for Zepbound and potentially orforglipron, though at discounted prices.

Added orforglipron Commissioner's National Priority Voucher high

Added in current filing · verify on EDGAR → · paraphrased

In 2025, we received a U.S. Commissioner's National Priority Voucher for our product candidate orforglipron for the treatment of obesity, and we submitted to the FDA under that expedited review pathway.

The company received a Commissioner's National Priority Voucher for orforglipron (an oral obesity treatment) and submitted it to the FDA under the expedited review pathway. This accelerates the regulatory timeline for a key pipeline asset that could compete with injectable incretins.

Added OBBBA tax law enactment high

Added in current filing · verify on EDGAR →

In July 2025, the One Big Beautiful Bill Act (OBBBA), which implemented certain U.S. tax law changes, was enacted into law. The OBBBA modified and made permanent several provisions of the Tax Cuts and Jobs Act, including reductions in scheduled increases for the rate of taxation of foreign income, immediate deductibility of U.S. research and development expenses, and reinstatement of 100 percent bonus depreciation for capital assets.

The OBBBA was enacted in July 2025, making permanent several favorable tax provisions: lower foreign income tax rates, immediate R&D expense deductibility, and 100% bonus depreciation for capital assets. These changes improve the company's tax position and cash flow from operations.

Number Change Mounjaro revenue high

Previous filing · verify on EDGAR →

Mounjaro $ 8,949.9 $ 2,590.2 $ 11,540.1 $ 5,163.1 124

Current filing · verify on EDGAR →

Mounjaro $ 13,651 $ 9,315 $ 22,965 $ 11,540 99

Mounjaro revenue nearly doubled to $23.0 billion (up 99%), driven by strong demand in the U.S. (up 53% to $13.7 billion) and international expansion (up to $9.3 billion from $2.6 billion). The company launched Mounjaro in all major markets internationally during 2025.

Number Change Zepbound revenue high

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Zepbound 4,925.7 — 4,925.7 175.8 NM

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Zepbound(1) 13,484 58 13,542 4,926 175

Zepbound revenue increased to $13.5 billion, driven by increased demand in the U.S., partially offset by lower realized prices. Zepbound and Mounjaro together accounted for 56% of total company revenues in 2025.

Number Change capital expenditures high

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Capital expenditures were $5.06 billion during 2024, compared to $3.45 billion in 2023.

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Capital expenditures were $7.8 billion during 2025, compared to $5.1 billion in 2024.

Capital expenditures increased 54% to $7.8 billion in 2025, reflecting continued investments in global manufacturing facilities to meet existing and expected demand for incretin medicines. The company expects meaningfully higher capex to continue in the near term.

Number Change total debt high

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As of December 31, 2024, total debt was $33.64 billion, an increase of $8.42 billion compared with $25.23 billion at December 31, 2023.

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As of December 31, 2025, total debt was $42.5 billion, an increase of $8.9 billion compared with $33.6 billion at December 31, 2024.

Total debt increased $8.9 billion to $42.5 billion as of December 31, 2025, reflecting continued borrowing to fund capital expenditures, business development activities, and share repurchases. The company issued $6.5 billion of fixed-rate notes in February 2025.

Number Change share repurchases high

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In 2024, we repurchased $2.50 billion of shares, which completed our $5.00 billion share repurchase program that our board authorized in May 2021. Our board authorized a $15.00 billion share repurchase program in December 2024. No shares were repurchased under this new program as of December 31, 2024.

Current filing · verify on EDGAR →

In 2025, we repurchased $4.1 billion of shares under our $15.0 billion share repurchase program that our board authorized in December 2024. As of December 31, 2025, we had $10.9 billion remaining under this program.

The company repurchased $4.1 billion of shares in 2025 under the new $15.0 billion authorization, with $10.9 billion remaining. This represents a significant increase in capital return compared to $2.5 billion in 2024.

Number Change dividend increase medium

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Dividends of $5.20 per share and $4.52 per share were paid in 2024 and 2023, respectively. The quarterly dividend was increased to $1.50 per share effective for the dividend to be paid in the first quarter of 2025, resulting in an indicated annual rate for 2025 of $6.00 per share.

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Dividends of $6.00 per share and $5.20 per share were paid in 2025 and 2024, respectively. The quarterly dividend was increased to $1.73 per share effective for the dividend to be paid in the first quarter of 2026, resulting in an indicated annual rate for 2026 of $6.92 per share.

The company increased its quarterly dividend to $1.73 per share for 2026 (indicated annual rate of $6.92), up from $6.00 per share paid in 2025. This represents a 15% increase in the annual dividend rate.

Number Change contract manufacturing commitments medium

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The executed agreements could, under certain circumstances, require us to pay up to approximately $14 billion if we do not purchase specified amounts of goods or services primarily related to our incretin medicines, including medicines in development, over the durations of the agreements, which are generally up to 8 years.

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Executed agreements related to our medicines in development could, under certain circumstances, require us to pay up to approximately $10 billion if we do not purchase specified amounts of goods or services over the durations of the agreements, which are generally up to 8 years.

The company's contract manufacturing commitments decreased from approximately $14 billion to approximately $10 billion. This likely reflects the fulfillment of certain purchase obligations as manufacturing capacity came online and production ramped up during 2025.

Substantive Edit IRA Medicare price-setting impact high

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In August 2023, HHS selected Jardiance, which is part of our collaboration with Boehringer Ingelheim, as one of the first ten medicines subject to government-set prices effective in 2026. In August 2024, HHS announced the government-set prices for these medicines with Jardiance subject to a 66% discount compared to the 2023 U.S. calendar year list price for a 30-day supply and discounts for the other nine medicines ranging from approximately 38% to 79% below list price. Given our product portfolio, we expect additional significant products will be selected in future years, which would have the effect of accelerating revenue erosion prior to expiry of exclusivities. The effect of reducing prices and reimbursement for certain of our products could significantly impact our business and consolidated results of operations.

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In August 2023, HHS selected Jardiance, which is part of our collaboration with Boehringer Ingelheim, as one of the first ten medicines subject to government-set prices effective in 2026. In January 2026, HHS selected Trulicity and Verzenio as additional medicines subject to government-set prices to be effective in 2028. Given our product portfolio, we expect other significant products will be selected in future years. The IRA has, and will continue to, meaningfully influence our business strategies and those of our competitors and could significantly impact our business and consolidated results of operations.

The company disclosed that in January 2026, HHS selected Trulicity and Verzenio for government-set prices effective in 2028, expanding the number of Lilly products subject to IRA price controls. The updated disclosure removes the specific 66% discount figure for Jardiance and the reference to accelerating revenue erosion prior to exclusivity expiry, instead stating the IRA will "meaningfully influence" business strategies.

Added tariff and trade restrictions medium

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The U.S. and other countries have recently imposed or reached alignment on new tariffs. In some cases, imposed tariffs have been paused but may come into effect quickly and unpredictably. While pharmaceuticals are exempt from certain of these tariffs, such exemptions may be terminated or may not apply to any future tariffs. The precise impact of tariffs, trade protection measures, and other restrictions depend on their ultimate scope, timing, and other factors. If enacted, additional restrictions could result in supply disruptions or delays, further increase costs, or otherwise have a negative impact on our business. Given the nature of pharmaceutical regulation and commercialization, we may not be able to share the burden of increased costs from tariffs and related impacts to any meaningful degree.

The company added disclosure about recently imposed or aligned tariffs and trade restrictions. While pharmaceuticals are currently exempt from certain tariffs, the company warns that exemptions may be terminated and that additional restrictions could disrupt supply, increase costs, or otherwise harm the business, with limited ability to pass costs through to customers.

Substantive Edit incretin supply and demand dynamics high

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At various times during 2024, demand for our incretin medicines exceeded production. Supply and channel dynamics have also contributed to variability in quarter-over-quarter revenue growth rates for tirzepatide. Tirzepatide supply currently exceeds demand in the U.S. Demand in launched markets remains dynamic, and increases or changes in demand, by dose or overall, as well as the complex supply chain, may result in periodic unavailability of certain presentations and dose levels at certain locations even when total tirzepatide supply can meet demand. Supply considerations will continue to influence the timing and approach (including available presentations) of tirzepatide launches in new markets.

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We expect our near-term financial performance will be impacted by, among other factors, the timing of potential regulatory approvals for orforglipron and U.S. Medicare access for Zepbound (and, if approved, orforglipron), as well as the demand and pace of uptake in new incretin channels and markets. More generally, incretin volume fluctuations due to channel dynamics or demand can have a disproportionate impact on our results of operations in any given period. Longer term, the durability of our cardiometabolic health product offerings and sustainability of our growth and prospects will depend on our ability to maintain or strengthen our competitive position as the therapeutic landscape evolves and to deliver further innovations that provide sufficient value to sustain our growth momentum.

The disclosure shifted from describing 2024 supply constraints and current supply-demand balance to forward-looking factors affecting near-term performance (orforglipron approval timing, Medicare access, new channel uptake) and longer-term competitive sustainability. The company now emphasizes that incretin volume fluctuations can disproportionately impact results and that long-term success depends on maintaining competitive position and delivering further innovations.

Substantive Edit compounded incretins medium

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We have seen an increase in the production, marketing, and sale of counterfeit, misbranded, adulterated, and compounded incretins. These practices may impact patient safety and undermine regulatory drug approval processes. Lilly will continue to consider all options, including filing lawsuits where appropriate, to address unlawful practices and the patient safety risks of unapproved, untested, and manipulated drugs.

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We continue to see the production, marketing, and sale of counterfeit, misbranded, adulterated, and mass-compounded incretins. These practices may impact patient safety and undermine regulatory drug approval processes. While the FDA confirmed in late 2024 that the previous shortage of tirzepatide had ended and that compounding pharmacies are required to cease mass production, we cannot guarantee adequate regulation or compliance. Lilly will continue to consider all options, including filing lawsuits where appropriate, to address unlawful practices and the patient safety risks of unapproved, untested, and manipulated drugs.

The company updated its disclosure to note that the FDA confirmed in late 2024 that the tirzepatide shortage had ended and that compounding pharmacies are required to cease mass production. However, the company added language stating it "cannot guarantee adequate regulation or compliance," indicating ongoing concerns about compounded incretin products despite the FDA's shortage determination.

Number Change R&D expenses medium

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Research and development $ 10,990.6 $ 9,313.4 18

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Research and development $ 13,337 $ 10,991 21

Research and development expenses increased 21% to $13.3 billion in 2025, compared to 18% growth in the prior year. The increase was driven by continued investments in the company's early and late-stage portfolio, including expanded Phase 3 programs for orforglipron, retatrutide, and other cardiometabolic assets.

Number Change marketing, selling, and administrative expenses medium

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Marketing, selling, and administrative 8,593.8 7,403.1 16

Current filing · verify on EDGAR →

Marketing, selling, and administrative 11,094 8,594 29

Marketing, selling, and administrative expenses increased 29% to $11.1 billion in 2025, compared to 16% growth in the prior year. The acceleration reflects promotional efforts supporting ongoing and planned launches, particularly for incretin medicines in new markets and indications.

Number Change effective tax rate medium

Previous filing · view on EDGAR →

Income taxes 2,090.4 1,314.2 59

Effective tax rate 16.5 % 20.1 %

Current filing · view on EDGAR →

Income taxes 5,091 2,090 144

Effective tax rate 19.8 % 16.5 %

The effective tax rate increased to 19.8% in 2025 from 16.5% in 2024, primarily driven by unfavorable impacts related to the jurisdictional mix of earnings and U.S. tax law changes in 2025 relative to 2024. Both periods were unfavorably impacted by non-deductible acquired IPR&D charges, with a larger impact in 2024.

Substantive Edit acquired IPR&D charges medium

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Acquired in-process research and development (IPR&D) charges recognized in 2024 primarily related to the acquisition of Morphic.

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Acquired in-process research and development (IPR&D) charges recognized in 2025 were primarily related to the acquisitions of Scorpion Therapeutics, Inc.'s (Scorpion) PI3Kα inhibitor program STX-478 and of SiteOne Therapeutics, Inc. (SiteOne).

The company's 2025 acquired IPR&D charges of $2.9 billion (down 11% from $3.3 billion in 2024) were primarily related to acquisitions of Scorpion's PI3Kα inhibitor program and SiteOne, replacing the prior year's Morphic acquisition as the primary driver.

Added pending acquisitions medium

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As part of our business development activities in 2026, we have entered into acquisition agreements, subject to closing conditions. Potential amounts payable at closing for these pending acquisitions would be less than $3 billion.

The company disclosed that it has entered into acquisition agreements in 2026 (subject to closing conditions) with potential amounts payable at closing of less than $3 billion. This signals continued business development activity to enhance the pipeline.

Show 2 minor / wording changes
Removed Pillar Two global minimum tax low

Removed from previous filing · verify on EDGAR →

Effective January 1, 2024, several EU and non-EU countries enacted legislation (known as "Pillar Two") that provided for a minimum level of taxation of multinational companies. The increase to income tax expense as a result of the global minimum tax was not material in 2024 and is not expected to be material in current and future years. Our assessment of the impact for 2025 and subsequent years could be affected by legislative guidance and future enactment of additional provisions.

The company removed the Pillar Two global minimum tax disclosure that appeared in the baseline. This is a lifecycle removal — the Pillar Two legislation was enacted effective January 1, 2024, and the baseline disclosed its immaterial impact in 2024. By 2025, the tax is integrated into the operating run-rate and no longer requires separate announcement-style disclosure.

Removed asset impairment, restructuring, and other special charges low

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Asset impairment, restructuring, and other special charges 860.6 67.7 NM ... Asset impairment, restructuring, and other special charges recognized in 2024 primarily related to a $435.0 million litigation charge and an intangible asset impairment for Vitrakvi, driven by expected commercial projections.

The company removed the separate line item for asset impairment, restructuring, and other special charges from the 2025 MD&A table and discussion. The baseline disclosed $860.6 million in such charges for 2024, primarily a $435 million litigation charge and a Vitrakvi impairment. The absence of this line item in 2025 suggests no material special charges were recorded in the current period.

Notes

~23,700 words (-29% vs prior)

FY2025 notes reflect strong revenue growth, major acquisitions (Verve), expanded litigation, and new tax disclosure requirements.

7 Added 1 Removed 5 Modified 6 Numbers
Number Change revenue growth high

Previous filing · view on EDGAR →

Revenue (Note 2) $ 45,042.7 $ 34,124.1 $ 28,541.4

Current filing · verify on EDGAR →

Revenue $ 65,179 $ 45,043 $ 34,124

Revenue increased from $45.0B in FY2024 to $65.2B in FY2025, a 45% year-over-year increase driven by strong performance in cardiometabolic products (Mounjaro, Zepbound) and oncology (Verzenio). This growth significantly outpaced the prior-year increase of 32%.

Number Change net income high

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Net income $ 10,590.0 $ 5,240.4 $ 6,244.8

Current filing · verify on EDGAR →

Net income $ 20,640 $ 10,590 $ 5,240

Net income nearly doubled from $10.6B in FY2024 to $20.6B in FY2025, reflecting strong revenue growth and operating leverage. Diluted EPS increased from $11.71 to $22.95.

Number Change share repurchases high

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Retirement of treasury shares (2,964) (1.8) (2,498.2) (2,964) 2,500.0

Current filing · view on EDGAR →

Purchases of common stock (4.8) (3) (4,105)

The company repurchased $4.1B of stock in FY2025 (4.8 million shares) compared to $2.5B in FY2024 (3.0 million shares), a 64% increase in dollar terms reflecting increased capital return to shareholders.

Number Change sales rebates and discounts accrual medium

Previous filing · view on EDGAR →

Sales rebates and discounts 11,539.3 11,689.0

Current filing · view on EDGAR →

Sales rebates and discounts 17,382 11,539

Sales rebates and discounts accrual increased from $11.5B at end-FY2024 to $17.4B at end-FY2025, a 51% increase reflecting higher sales volume and the mix of products subject to rebate programs (particularly Mounjaro and Zepbound).

Number Change property and equipment high

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Property and equipment, net (Note 9) 17,102.4 12,913.6

Current filing · verify on EDGAR →

Property and equipment, net 24,675 17,102

Net property and equipment increased from $17.1B to $24.7B, a 44% increase driven by capital expenditures of $ 65,179 in FY2025 (up from $ 65,179 in FY2024) to expand manufacturing capacity for high-growth products.

Number Change long-term debt high

Previous filing · view on EDGAR →

Long-term debt (Note 11) 28,527.1 18,320.8

Current filing · view on EDGAR →

Long-term debt 40,868 28,527

Long-term debt increased from $28.5B to $40.9B, reflecting $13.2B in new debt issuances during FY2025 to fund capital expenditures, acquisitions, and working capital needs associated with rapid revenue growth.

Added Verve acquisition high

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In July 2025, we acquired all shares of Verve Therapeutics, Inc. (Verve) for a purchase price of $10.50 per share in cash (or an aggregate of $549 million, net of cash acquired), plus one non-tradeable contingent value right (CVR) per share that entitles the holder to receive up to an additional $3.00 per share (or an aggregate of up to approximately $300 million) payable, subject to certain terms and conditions, upon the achievement of a certain specified milestone. Verve is developing genetic medicines for cardiovascular disease.

Lilly acquired Verve Therapeutics for $549M cash plus up to $300M in milestone payments. The acquisition brought in $608M of acquired IPR&D (primarily VERVE-102, a PCSK9 editor) and $127M of goodwill, expanding Lilly's cardiovascular pipeline.

Added Jardiance milestone medium

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During the year ended December 31, 2025, we recognized a $200 million sales-based milestone for Jardiance. As of December 31, 2025, we have the right to receive up to $910 million in potential sales-based milestones related to the Jardiance product family in certain markets in 2026.

Lilly recognized a $200M sales-based milestone for Jardiance in FY2025 and has the right to receive up to $910M in additional milestones in 2026, reflecting strong commercial performance of the Jardiance product family.

Added Ebglyss collaboration details medium

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We have a license agreement with F. Hoffmann-La Roche Ltd and Genentech, Inc. (collectively, Roche), which provides us the worldwide development and commercialization rights to lebrikizumab, which is branded and trademarked as Ebglyss. Roche receives tiered royalty payments on worldwide net sales ranging in percentages from high single digits to high teens, which we recognize as cost of sales. As of December 31, 2025, Roche is eligible to receive additional payments from us, including up to $975 million in potential sales-based milestones.

Lilly disclosed new details on the Ebglyss (lebrikizumab) license agreement with Roche, including tiered royalty rates (high single digits to high teens) and up to $975M in potential sales-based milestones payable to Roche.

Added Almirall Ebglyss sublicense medium

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We have a license agreement with Almirall, S.A. (Almirall), under which Almirall licensed the rights to develop and commercialize Ebglyss, for the treatment or prevention of dermatology indications, including, but not limited to, atopic dermatitis in Europe. We receive tiered royalty payments on net sales in Europe ranging in percentages from low double digits to low twenties, which we recognize as collaboration and other revenue. As of December 31, 2025, we are eligible to receive additional payments up to $1.2 billion in a series of sales-based milestones.

Lilly sublicensed European rights for Ebglyss to Almirall and will receive tiered royalties (low double digits to low twenties) plus up to $1.2B in potential sales-based milestones, providing upside from European commercialization.

Added orforglipron collaboration medium

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We have a license agreement with Chugai Pharmaceutical Co., Ltd (Chugai), which provides us with the worldwide development and commercialization rights to orforglipron. In addition to milestone payment rights which are not material, Chugai has the right to receive tiered royalty payments on future worldwide net sales from mid single digits to low teens if the product is successfully commercialized.

Lilly disclosed a license agreement with Chugai for orforglipron (an oral GLP-1 agonist in development), under which Chugai will receive tiered royalties (mid single digits to low teens) on future sales if the product is approved.

Substantive Edit Mounjaro and Zepbound product liability litigation high

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Since August 2023, various plaintiffs have filed lawsuits against us, Novo Nordisk A/S (Novo), and other related Novo entities, alleging injuries following purported use of incretin medicines, including Mounjaro and Trulicity. The complaints assert a variety of claims and generally seek damages, medical monitoring, or other relief. Most of these lawsuits have been coordinated or consolidated for pretrial proceedings in a federal MDL pending in the U.S. District Court for the Eastern District of Pennsylvania; cases outside the MDL include one case pending in Georgia state court, as well as a class action petition in Israel. In November 2024, the MDL plaintiffs filed a master complaint.

Current filing · verify on EDGAR →

Since August 2023, various plaintiffs have filed lawsuits against us, Novo Nordisk A/S, and other related entities, alleging injuries following purported use of incretin medicines, including Mounjaro, Trulicity, and Zepbound. The complaints assert a variety of claims and generally seek damages and/or other relief. Most of these lawsuits have been coordinated or consolidated for pretrial proceedings in two federal MDLs: one focused on alleged gastrointestinal injuries, and the other relating to claims of non-arteritic anterior ischemic optic neuropathy (NAION). Both MDLs are pending in the U.S. District Court for the Eastern District of Pennsylvania. There are also cases pending in various other federal and state courts. In addition to the cases in the United States, there are two class action petitions in Israel, as well as a class action petition in Quebec, Canada.

The incretin product liability litigation expanded significantly: Zepbound was added to the list of products; the MDL split into two separate proceedings (gastrointestinal injuries and NAION claims); cases now include additional jurisdictions (Quebec, Canada); and the Georgia state court case is no longer separately mentioned.

Added average manufacturer price litigation outcome high

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In November 2014, a relator filed a qui tam action in the U.S. District Court for the Northern District of Illinois against us and Takeda Pharmaceuticals America, Inc. The relator's complaint alleges that the defendants should have treated certain credits from distributors as retroactive price increases and included such increases in calculating average manufacturer prices. In August 2022, following a trial, the jury returned a verdict in favor of the relator. Lilly has appealed to the U.S. Court of Appeals for the Seventh Circuit, and the appeal remains pending.

Current filing · verify on EDGAR →

In November 2014, a relator filed a qui tam action in the U.S. District Court for the Northern District of Illinois against us and Takeda Pharmaceuticals America, Inc. The relator's complaint alleges that the defendants should have treated certain credits from distributors as retroactive price increases and included such increases in calculating average manufacturer prices. In August 2022, following a trial, the jury returned a verdict in favor of the relator. In September 2025, the U.S. Court of Appeals for the Seventh Circuit affirmed and we recognized a charge related to the matter. In December 2025, the Seventh Circuit denied our petition for rehearing en banc. We are assessing next steps.

The Seventh Circuit affirmed the adverse jury verdict in September 2025, and Lilly recognized a charge. The court denied rehearing en banc in December 2025. Lilly is now assessing next steps (likely a Supreme Court petition).

Substantive Edit Actos litigation appeal status high

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We, along with Takeda Chemical Industries, Ltd. and Takeda affiliates (collectively, Takeda), are named in a third party payer class action in the U.S. District Court for the Central District of California. The plaintiffs allege that bladder cancer risk was concealed from them and claim that as a result they and a proposed class of third-party payers are entitled to recover money paid for Actos prescriptions. Our agreement with Takeda calls for Takeda to defend and indemnify us against losses and expenses with respect to U.S. litigation arising out of the manufacture, use, or sale of Actos and other related expenses in accordance with the terms of the agreement. In May 2023, the district court granted class certification. In August 2023, the U.S. Court of Appeals for the Ninth Circuit granted our and Takeda's petition for permission to appeal the class certification order. That appeal remains pending.

Current filing · verify on EDGAR →

We, along with Takeda Chemical Industries, Ltd. and Takeda affiliates (collectively, Takeda), are named in a third-party payer class action in the U.S. District Court for the Central District of California. The plaintiffs allege that bladder cancer risk was concealed from them and claim that as a result they and a proposed class of third-party payers are entitled to recover money paid for Actos prescriptions. Our agreement with Takeda calls for Takeda to defend and indemnify us against losses and expenses with respect to U.S. litigation arising out of the manufacture, use, or sale of Actos and other related expenses in accordance with the terms of the agreement. In May 2023, the district court granted class certification. In June 2025, the U.S. Court of Appeals for the Ninth Circuit denied our appeal of the class certification order, and in August 2025 it denied our petition for rehearing en banc. In November 2025, we and Takeda filed a petition for certiorari to the U.S. Supreme Court.

The Ninth Circuit denied Lilly's appeal of the Actos class certification in June 2025 and denied rehearing en banc in August 2025. Lilly and Takeda filed a petition for certiorari to the Supreme Court in November 2025, escalating the litigation to the highest court.

Substantive Edit Health Choice Alliance litigation expansion high

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In October 2019, a relator filed a qui tam lawsuit against us in Texas state court asserting claims under the Texas Medicaid Fraud Prevention Act based on allegations about certain patient support programs related to our products Humalog, Humulin, and Forteo. The lawsuit seeks to recover the value of payments by the Texas Medicaid Program for these products, as well as civil penalties and other relief. The action has been stayed since 2020.

Current filing · verify on EDGAR →

In October 2019, a relator filed a qui tam lawsuit against us in Texas state court asserting claims under the Texas Medicaid Fraud Prevention Act (TMFPA) based on allegations about certain patient support programs related to three of our products. The relator sought to recover the value of payments by the Texas Medicaid Program for these products, as well as civil penalties and other relief. In August 2025, the relator purported to dismiss the first lawsuit and filed a second lawsuit in a different Texas state court adding the State of Texas as a party and expanding claims under the TMFPA to fifteen of our products. We are opposing the relator's purported dismissal of the first lawsuit.

The Health Choice Alliance qui tam case expanded significantly in August 2025: the relator filed a second lawsuit in a different court, added the State of Texas as a party, and expanded the claims from three products (Humalog, Humulin, Forteo) to fifteen products. Lilly is opposing the dismissal of the first lawsuit.

Removed Branchburg manufacturing facility investigation medium

Removed from previous filing · verify on EDGAR →

In May 2021, we received a subpoena from the U.S. Department of Justice requesting the production of certain documents relating to our manufacturing site in Branchburg, New Jersey. We are cooperating with the subpoena.

The disclosure regarding the DOJ subpoena for the Branchburg, New Jersey manufacturing facility was removed from the FY2025 filing. No explanation for the removal or resolution of the matter was provided.

Substantive Edit advertising expenses medium

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Costs associated with advertising are expensed as incurred and are included in marketing, selling, and administrative expenses. Global advertising expenses, comprised primarily of online marketing and television advertising, totaled $1.44 billion, $1.12 billion, and $966.8 million in 2024, 2023, and 2022, respectively, which were less than 5 percent of revenue each year.

Current filing · verify on EDGAR →

Costs associated with advertising are expensed as incurred and are generally included in marketing, selling, and administrative expenses. Global advertising expenses, comprised primarily of online marketing and television advertising, totaled $2.9 billion, $1.4 billion, and $1.1 billion in 2025, 2024, and 2023, respectively, which were less than 5 percent of revenue each year.

Advertising expenses increased from $ 65,179 in FY2024 to $ 65,179 in FY2025, more than doubling year-over-year, reflecting increased promotional spending for high-growth products like Mounjaro and Zepbound. The disclosure now states expenses are "generally" (not always) included in marketing, selling, and administrative expenses.

Show 2 minor / wording changes
Substantive Edit insulin pricing investigations low

Previous filing · verify on EDGAR →

We have been subject to various investigations and received subpoenas, civil investigative demands, information requests, interrogatories, and other inquiries from various governmental entities related to pricing issues, including the pricing and sale of insulin medications, and in some instances certain other diabetes medications, and/or calculations of average manufacturer price and best price. These include subpoenas from the Vermont attorney general office, civil investigative demands from the U.S. Department of Justice, the U.S. Federal Trade Commission, and the Colorado, Indiana, Louisiana, Oregon, Texas, and Washington attorney general offices, as well as information requests from the California, Florida, Hawaii, Mississippi, New Mexico, Nevada, and Washington D.C. attorney general offices.

Current filing · verify on EDGAR →

We have been subject to various investigations and received subpoenas, civil investigative demands, information requests, interrogatories, and other inquiries from various governmental entities related to pricing issues, including the pricing and sale of insulin medications, and in some instances certain other diabetes medications, and/or calculations of average manufacturer price and best price. These include subpoenas, civil investigative demands, or information requests from the U.S. Department of Justice, the U.S. Federal Trade Commission, and attorneys general from various states and the District of Columbia.

The insulin pricing investigations disclosure was simplified to remove the specific list of state attorneys general offices and instead refer generically to "various states and the District of Columbia." This may reflect ongoing or resolved matters with some states.

Added ASU 2023-09 adoption low

Added in current filing · verify on EDGAR →

Effective January 1, 2025, we prospectively adopted Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires incremental disaggregation pertaining to the effective tax rate reconciliation and income taxes paid. See Note 14 for the income tax disclosures as required by Topic 740, as amended by ASU 2023-09.

Lilly adopted ASU 2023-09 effective January 1, 2025, which requires enhanced income tax disclosures including disaggregation of the effective tax rate reconciliation and income taxes paid. This is a disclosure-only change with no impact on financial results.

Risk Factors

~15,500 words (+13% vs prior)

LLY added disclosures on voluntary U.S. pricing agreements, expanded obesity-medicine access risks, and new tariff/trade impacts; updated red flags.

5 Added 2 Removed 33 Modified
Added voluntary U.S. pricing agreements high

Added in current filing · verify on EDGAR →

In November 2025, we announced preliminary voluntary agreements with the U.S. government in which, among other arrangements, we agreed to implement measures to lower Medicaid and certain other drug prices for U.S. patients and to launch new medicines with a more balanced pricing approach across developed nations. We face risks and uncertainty associated with these arrangements and negotiating the definitive agreements, including potential delays and the possibility of unfavorable terms related to pricing, access, and other key objectives. Among other risks, we may fail to adequately capitalize on the additional U.S. access to our obesity medicines resulting from these agreements, particularly if the revenues generated from such expanded access are insufficient to offset pricing concessions. Moreover, the outcome of these arrangements and broader U.S. policy efforts to align domestic pharmaceutical pricing with international benchmarks from countries with competing healthcare cost containment priorities is uncertain and could negatively impact our pricing strategies, product demand or access, or competitive positioning across global markets, and may result in reduced revenue in certain markets.

LLY disclosed preliminary voluntary agreements with the U.S. government to lower Medicaid and other drug prices and adopt a more balanced international pricing approach. The company flags execution risks (delays, unfavorable terms), revenue-offset uncertainty (expanded obesity-medicine access may not cover pricing concessions), and the broader risk that aligning U.S. prices with international benchmarks could pressure pricing strategies and competitive positioning globally.

Added obesity-medicine access and cash-pay markets high

Added in current filing · verify on EDGAR →

In general, securing and growing access for our obesity medicines is an important factor in the success of our business. Among other considerations, payers in various international markets do not currently provide coverage for obesity medicines for weight loss indications, requiring patient self-pay. In addition, patient self-pay sales through LillyDirect represented a growing portion of our business in 2025, and we have launched, and continue to explore, new partnerships and tools, including through LillyDirect, to further expand access to our medicines. Our financial results and prospects are subject to risks related to the level and pace of patient participation in cash-pay markets, which may be influenced by pricing, economic conditions, and competitive offerings, as well as regulatory or other actions that could restrict our ability to benefit from such markets, and uncertainty regarding our ability to secure reimbursement coverage in such markets over time.

LLY added disclosure that obesity-medicine access is critical to its business, that many international payers do not cover weight-loss indications (requiring patient self-pay), and that LillyDirect cash-pay sales grew materially in 2025. The company flags risks tied to patient participation levels (influenced by pricing, economic conditions, competition), potential regulatory restrictions on cash-pay channels, and uncertainty about securing reimbursement coverage over time.

Added Trulicity and Verzenio IRA selection high

Added in current filing · verify on EDGAR →

In January 2026, HHS selected Trulicity and Verzenio as additional medicines subject to government-set prices to be effective in 2028. Given our product portfolio, we expect additional products will be selected in future years, which would have the effect of accelerating revenue erosion.

LLY disclosed that HHS selected Trulicity and Verzenio for Medicare price negotiation effective 2028 (in addition to Jardiance, selected in 2023 for 2026). The company expects further selections in future years, accelerating revenue erosion for major products.

Added CVS Caremark formulary exclusion high

Added in current filing · verify on EDGAR →

For example, in July 2025, CVS Caremark, the pharmacy benefit management division of CVS Health, stopped covering Zepbound as a preferred obesity management medicine on some insurance plans, which has negatively impacted access for patients covered under these plans.

LLY disclosed that CVS Caremark removed Zepbound from preferred formulary status on certain plans in July 2025, negatively impacting patient access. This is a concrete example of PBM formulary pressure on a major product.

Substantive Edit revenue concentration and product mix high

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We derived direct product and/or collaboration and other revenues of more than $3 billion for each of Mounjaro, Verzenio, Trulicity, Zepbound, Jardiance (including Glyxambi, Synjardy, and Trijardy XR), and Taltz that collectively accounted for 75 percent of our total revenues in 2024. In particular, Mounjaro, Trulicity, and Zepbound accounted for 48 percent of our total revenues in 2024 and we expect cardiometabolic health products to represent a significant and growing portion of our business, revenues, and prospects.

Current filing · verify on EDGAR →

We derived direct product and/or collaboration and other revenues of more than $3 billion for each of Mounjaro, Zepbound, Verzenio, Trulicity, Taltz, and Jardiance (including Glyxambi, Synjardy, and Trijardy XR) that collectively accounted for 82 percent of our total revenues in 2025. In particular, Mounjaro and Zepbound accounted for 56 percent of our total revenues in 2025, and we expect cardiometabolic health products will continue to represent a significant and growing portion of our business, revenues, and prospects.

LLY's top-six products now account for 82% of total revenue (up from 75% in 2024), and Mounjaro + Zepbound alone account for 56% (up from 48% for Mounjaro + Trulicity + Zepbound in 2024). The product order changed (Zepbound moved up, Trulicity moved down), reflecting the rapid growth of the incretin franchise and increasing revenue concentration risk.

Substantive Edit counterfeit and mass-compounded incretins medium

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For example, we have seen an increase in the production, marketing, and sale of counterfeit, misbranded, adulterated, and compounded incretins that could materially impact us. Our actions intended to stop or prevent illegal sales of such medicines may be costly or ineffective.

Current filing · verify on EDGAR →

For example, we continue to see the production, marketing, and sale of counterfeit, misbranded, adulterated, and mass-compounded incretins in the U.S. and other markets that could materially impact us. In addition to patient safety concerns, improper commercialization and dispensation practices by these actors may inappropriately condition consumer expectations or otherwise disadvantage compliant market participants. Our actions intended to stop or prevent illegal sales of such medicines are costly and may be ineffective.

LLY updated the counterfeit/compounded-incretin disclosure from "have seen an increase" to "continue to see" (ongoing issue), added "mass-compounded" as a distinct category, and expanded the harm description to include improper commercialization practices that condition consumer expectations and disadvantage compliant market participants (beyond patient safety alone).

Added orforglipron regulatory submission medium

Added in current filing · verify on EDGAR →

We regularly submit new product candidates and indications to regulatory agencies for approval, including highly anticipated candidates such as orforglipron.

LLY added orforglipron as an example of a highly anticipated product candidate under regulatory review, signaling investor focus on this oral GLP-1 agonist.

Substantive Edit tariffs and trade restrictions medium

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In February 2025, the U.S. presidential administration imposed new tariffs on Chinese goods and China responded with tariffs on select U.S. goods. Additionally, tariffs were proposed or threatened with respect to other jurisdictions, including Mexico, Canada and Europe.

Current filing · verify on EDGAR →

In 2025, the U.S. government imposed new tariffs on Chinese goods and China responded with tariffs on select U.S. goods. Tariffs have been imposed or proposed on a variety of other geographies in which we have third-party suppliers. If enacted, additional measures could result in supply disruptions or delays, increase costs more significantly, or invite further retaliatory measures, any of which could negatively impact our business and results of operations.

LLY updated the tariff disclosure from "February 2025" (future-tense in the baseline) to "2025" (past-tense in the current), confirming the tariffs were imposed. The company also broadened the scope from specific jurisdictions (Mexico, Canada, Europe) to "a variety of other geographies" and added explicit language about supply disruptions, cost increases, and retaliatory measures.

Substantive Edit 340B program expansion medium

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Certain states have also undertaken efforts to codify 340B contract pharmacies into statute or impose other state law mandates, which increase the cost of 340B programs. To date, several states have passed contract pharmacy legislation, which have been subject to various legal challenges.

Current filing · verify on EDGAR →

Continued expansion of the 340B program and growth of entities claiming entitlement to 340B pricing, including in ways that may be inconsistent with the statutory scheme and through state laws that purport to mandate 340B sales to contract pharmacies, impact our revenue on an increasing percentage of sales. Changes to the calculation of rebates under the Medicaid program could also increase our Medicaid rebate obligations and decrease the prices charged to 340B covered entities, which could have a significant impact on our business.

LLY expanded the 340B disclosure to emphasize that the program's expansion and entity growth (including through state contract-pharmacy mandates) impact revenue on an increasing percentage of sales, and added that Medicaid rebate-calculation changes could further increase 340B obligations. The tone shifted from describing state legislation as subject to legal challenges to describing the revenue impact as ongoing and growing.

Substantive Edit AI risks and limitations medium

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Our use of AI or other emerging technologies could also exacerbate regulatory, cybersecurity and other significant risks.

Current filing · verify on EDGAR →

There are significant risks involved in developing and deploying AI, and there can be no assurance that our usage of AI or our significant investments in AI will enhance our products or services or be beneficial to our business, including our efficiency or profitability. Our use of AI or other emerging technologies could also exacerbate regulatory, cybersecurity, and other significant risks.

LLY added explicit language that AI investments may not enhance products, services, efficiency, or profitability, and that there are "significant risks" in developing and deploying AI. The baseline only mentioned exacerbation of other risks; the current filing adds uncertainty about AI's business value.

Substantive Edit international pricing and U.S. benchmark alignment medium

Added in current filing · verify on EDGAR →

Our arrangements with the U.S. government and broader U.S. policy efforts to align domestic pharmaceutical pricing with international benchmarks may further pressure international payers, and the outcome of competing U.S. and international pricing objectives is uncertain.

LLY added a cross-reference to the voluntary U.S. pricing agreements (disclosed earlier in the risk factors) and noted that U.S. efforts to align domestic pricing with international benchmarks may pressure international payers, creating competing pricing objectives with uncertain outcomes.

Substantive Edit supply-chain tariff and cost risks medium

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Further, cost inflation and global transportation and logistics ... challenges, as well as tight labor markets, have caused, and in the future may cause, delays in, and/or increase costs related to, distribution of our medicines, the construction or other acquisition of additional manufacturing capacity, procurement activity, and supplier or contract manufacturer arrangements. These disruptions and challenges could result from actual or perceived quality, oversight, or regulatory compliance problems; natural disasters (including increased instances or severity of natural disasters or other events that may be due to climate change), public health outbreaks, epidemics, or pandemics; periods of uneven economic growth or downturns; emergence or escalation of, and responses to international tension and conflicts; equipment, mechanical, data, or IT system vulnerabilities, such as system inadequacies, inadequate controls or procedures, operating failures, unauthorized access, service interruptions or failures, security breaches, malicious intrusions, theft, exfiltration, ransomware or other cyber-attacks from a variety of sources; labor shortages; challenges and complexities in manufacturing new drug modalities; contractual disputes with our suppliers and contract manufacturers; vertical integration by competitors within our supply chain; or inability to obtain single-source or other raw or intermediate materials.

Current filing · verify on EDGAR →

External environmental factors have also caused, and in the future may cause, delays in, and/or increase costs related to, distribution of our medicines, the construction or other acquisition of additional manufacturing capacity, procurement activity, and supplier or contract manufacturer arrangements. Relevant external environmental factors include (i) tariffs, (ii) cost inflation and global transportation and logistics challenges; (iii) labor market dynamics; (iv) natural disasters (including increased instances or severity of natural disasters or other events that may be due to climate change); (v) public health outbreaks, epidemics, or pandemics; (vi) periods of uneven economic growth or downturns; and (vii) the emergence or escalation of, or responses to international tension and conflicts.

LLY restructured the supply-chain risk disclosure to lead with "external environmental factors" and added tariffs as the first factor (previously not listed separately). The company also enumerated seven categories of external factors (tariffs, cost inflation, labor, natural disasters, pandemics, economic downturns, geopolitical tensions) in a more structured format, emphasizing tariffs as a distinct and leading risk.

Substantive Edit tariff exemptions and uncertainty medium

Added in current filing · verify on EDGAR →

In 2025, the U.S. and other countries imposed or reached alignment on new tariffs. In some cases, imposed tariffs have been paused but may come into effect quickly and unpredictably. While pharmaceuticals are exempt from certain of these tariffs, such exemptions may be terminated or may not apply to any future tariffs.

LLY added disclosure that some 2025 tariffs have been paused but may resume quickly, and that pharmaceutical exemptions from certain tariffs may be terminated or may not apply to future tariffs, creating uncertainty about cost impacts.

Substantive Edit tariff cost-offset limitations medium

Added in current filing · verify on EDGAR →

Given the nature of pharmaceutical regulation and commercialization, we may not be able to offset the burden of increased costs from tariffs and related impacts to any meaningful degree.

LLY added explicit language that the company may not be able to offset tariff-related cost increases to any meaningful degree, due to pharmaceutical regulation and commercialization constraints (e.g., price controls, reimbursement dynamics).

Tone Shift competition and technological innovation medium

Added in current filing · verify on EDGAR →

Technological innovation has amplified and we expect will continue to amplify competitive aspects of our business, including by enabling additional participation in and breadth of drug discovery and new healthcare delivery models. Business practices or commercial capabilities that we deploy in light of these or other market dynamics may not prove sufficient.

LLY added language that technological innovation (including AI, per earlier disclosure) is amplifying competitive dynamics by enabling broader participation in drug discovery and new delivery models, and that the company's business practices may not prove sufficient to compete effectively.

Tone Shift improper commercialization by counterfeit actors medium

Added in current filing · verify on EDGAR →

In addition to patient safety concerns, improper commercialization and dispensation practices by these actors may inappropriately condition consumer expectations or otherwise disadvantage compliant market participants.

LLY added that counterfeit and mass-compounded incretin actors may condition consumer expectations or disadvantage compliant market participants (beyond patient safety alone), framing the harm as competitive and reputational, not just safety-related.

Show 24 minor / wording changes
Substantive Edit AI platform and vendor risks low

Previous filing · verify on EDGAR →

Furthermore, there are risks associated with the fact that the platforms providing AI models are in many cases owned and operated by emerging companies with less contractual and compliance sophistication.

Current filing · verify on EDGAR →

Furthermore, there are risks associated with the fact that the platforms providing AI models are in some cases owned and operated by emerging companies with less contractual, business, and compliance sophistication.

LLY changed "in many cases" to "in some cases" (narrowing the scope) and added "business" sophistication to the list of vendor-risk factors (contractual, business, and compliance).

Substantive Edit FDA National Priority Voucher Pilot Program low

Added in current filing · verify on EDGAR →

Moreover, novel regulatory or policy programs such as the FDA Commissioner's National Priority Voucher Pilot Program may attract scrutiny and criticism from various stakeholders. Our participation in such programs, notwithstanding the review processes involved and our adherence to applicable requirements and procedures, may expose us to legal, regulatory, political, and reputational risks.

LLY added disclosure about the FDA's National Priority Voucher Pilot Program, noting that participation in novel regulatory programs may attract stakeholder scrutiny and expose the company to legal, regulatory, political, and reputational risks despite adherence to requirements.

Removed Jardiance IRA discount detail low

Removed from previous filing · verify on EDGAR →

In August 2024, HHS announced the government-set prices for these first ten medicines with Jardiance subject to a 66% discount compared to the 2023 U.S. calendar year list price for a 30-day supply and discounts for the other nine medicines ranging from approximately 38% to 79% below list price.

LLY removed the specific discount percentages for Jardiance and the other nine IRA-selected medicines (66% for Jardiance, 38-79% for others). The current filing retains the fact that Jardiance was selected in 2023 for 2026 pricing but omits the August 2024 discount announcement details. This is a lifecycle removal — the discount announcement was news in the 2024 filing; by 2025, the negotiated prices are in effect and the announcement detail is no longer current.

Removed tirzepatide supply-demand dynamics low

Removed from previous filing · verify on EDGAR →

For example, at various times during 2024 demand for our incretin medicines exceeded production. While tirzepatide supply currently exceeds demand in the U.S., demand remains dynamic and could be impacted by a variety of factors. Supply considerations will continue to influence the timing and approach (including available presentations) of tirzepatide launches in new markets.

LLY removed the specific 2024 supply-demand commentary (demand exceeded production at various times in 2024; supply now exceeds demand in the U.S.). This is a lifecycle removal — the 2024 supply-demand status was a point-in-time update that is no longer current in the 2025 filing. The broader supply-risk language remains.

Tone Shift business development and FTC scrutiny low

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Continued regulatory focus on business combinations in our industry, including by the Federal Trade Commission and competition authorities in Europe and other jurisdictions, and heightened competition for attractive targets has and could continue to delay, jeopardize, or increase the costs of our business development activities.

Current filing · verify on EDGAR →

Continued regulatory focus on business combinations in our industry, including by the Federal Trade Commission and competition authorities in Europe and other jurisdictions, and heightened competition for attractive targets has and could continue to delay, jeopardize, or increase the costs or risks of our business development activities.

LLY added "or risks" to the list of potential impacts from FTC and competition-authority scrutiny (previously "costs" alone), broadening the scope of potential harm from regulatory focus on business combinations.

Tone Shift business development diligence and data risks low

Previous filing · verify on EDGAR →

We also may fail to generate the expected revenue and pipeline enhancement from business development activities due to limited diligence opportunities, unsuccessful clinical trials, issues related to the quality, integrity, or broad applicability of data, regulatory impediments, and manufacturing or commercialization challenges.

Current filing · verify on EDGAR →

We also may fail to generate the expected revenue and pipeline enhancement from business development activities due to diligence that fails to identify risks or adequately anticipate their magnitude, unsuccessful clinical trials, issues related to the quality, integrity, or broad applicability of data, regulatory impediments, and manufacturing or commercialization challenges.

LLY changed "limited diligence opportunities" to "diligence that fails to identify risks or adequately anticipate their magnitude," shifting from a constraint (limited opportunities) to an execution failure (inadequate diligence).

Tone Shift business development scientific uncertainty low

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Additionally, business development activity focused on new modalities may entail additional risks and costs.

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Additionally, business development activity focused on new modalities may entail additional risks and costs given the high levels of scientific uncertainty inherent in novel technologies.

LLY added "given the high levels of scientific uncertainty inherent in novel technologies" to the new-modality business-development risk, providing a rationale for the additional risks and costs.

Tone Shift business development unanticipated investments low

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Business development transactions may not be completed in a timely manner (if at all), may not result in successful development outcomes or successful commercialization of any product, may give rise to legal proceedings or regulatory scrutiny, and may result in charges that negatively impact our financial position or results of operations in any given period.

Current filing · verify on EDGAR →

Business development transactions may not be completed in a timely manner (if at all), may not result in successful development outcomes or successful commercialization of any product, may require additional unanticipated investments to achieve potential benefits, may give rise to legal proceedings or regulatory scrutiny, and may result in charges that negatively impact our financial position or results of operations in any given period.

LLY added "may require additional unanticipated investments to achieve potential benefits" to the list of business-development transaction risks, highlighting the possibility of cost overruns beyond the initial deal terms.

Tone Shift workforce expansion and skill development low

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To continue to commercialize our products, and advance the research, development, and commercialization of additional modalities, indications, and product candidates, we have expanded, and will likely need to further expand, our workforce, both in and outside the U.S.

Current filing · verify on EDGAR →

To capitalize on the rapid development of next-generation technologies and otherwise effectively compete, we must continue to enhance skill sets and develop our workforce, both in and outside the U.S.

LLY reframed the workforce-expansion rationale from "commercialize products and advance R&D" to "capitalize on next-generation technologies and compete effectively," emphasizing technology adoption and competitive positioning over product-specific needs.

Tone Shift talent competition and labor costs low

Previous filing · verify on EDGAR →

We continue to face intense competition for qualified individuals from numerous multinational pharmaceutical companies, biotechnology companies, academic and other research institutions, as well as employers near our manufacturing and other facilities, which has and may continue to increase our labor costs.

Current filing · verify on EDGAR →

We face intense competition for qualified individuals from numerous multinational companies, academic and other research institutions, as well as employers near our manufacturing and other facilities, which has increased and may continue to increase our labor costs.

LLY changed "multinational pharmaceutical companies, biotechnology companies" to "multinational companies" (broader scope) and changed "has and may continue" to "has increased and may continue" (emphasizing the realized increase).

Tone Shift talent competition impact low

Previous filing · verify on EDGAR →

Our failure to compete effectively for talent could negatively affect sales of our current and any future approved products and indications, and could result in material financial, legal, commercial, or reputational harm to our business.

Current filing · verify on EDGAR →

Our failure to compete effectively for talent could negatively affect our ability to discover, develop, manufacture, and sell our medicines, resulting in material financial, legal, commercial, or reputational harm to our business.

LLY broadened the talent-competition impact from "sales of current and future products" to "ability to discover, develop, manufacture, and sell our medicines," emphasizing the full value-chain impact of talent shortages.

Tone Shift government price reporting and private-actor challenges low

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Calculation methodologies are inherently subjective and are subject to review and challenge by government agencies.

Current filing · verify on EDGAR →

Calculation methodologies are inherently subjective and subject to review and challenge by government agencies and, in some cases, by private actors.

LLY added "and, in some cases, by private actors" to the list of parties that may challenge government price-reporting calculations, broadening the litigation and audit risk beyond government agencies alone.

Tone Shift channel dynamics and supply imbalances low

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Loss of patent protection, changes in prescription rates, material product liability or pricing litigation, unexpected side effects or safety concerns, significant changes or fluctuations in demand, regulatory proceedings and investigations, negative publicity affecting doctor or patient confidence, pressure from existing or new competitive products, pipeline developments by us or our competitors, counterfeit and illegally compounded drugs, changes in labeling, pricing, and insufficient access, or reimbursement, or actual or perceived supply shortages or disruptions for these products or any of our other major products could materially impact our results of operations or result in significant and sudden declines or volatility in the trading price of our common stock and market capitalization.

Current filing · verify on EDGAR →

Factors such as loss of patent protection, changes in prescription rates, material product liability or pricing claims or litigation, unexpected side effects or safety concerns, significant changes or fluctuations in demand, channel dynamics, regulatory proceedings and investigations, negative publicity affecting doctor or patient confidence, pressure from existing or new competitive products, pipeline developments by us or our competitors, counterfeit and illegally compounded drugs, changes in labeling, pricing, and insufficient access, or reimbursement, or actual or perceived supply shortages, imbalances, or disruptions for these products or any of our other major products could materially impact our results of operations or result in significant and sudden declines or volatility in the trading price of our common stock and market capitalization.

LLY added "channel dynamics" and "supply imbalances" to the list of factors that could impact major-product revenues, and changed "product liability or pricing litigation" to "product liability or pricing claims or litigation" (broadening to include pre-litigation claims).

Tone Shift pharmacy viability and product-carrying decisions low

Previous filing · verify on EDGAR →

Challenges to U.S. retail pharmacies due to pharmacy benefit manager reimbursement pressures, among other things, have resulted in financial difficulties for some pharmacies that may impact patient experiences, lead to determinations by certain pharmacies to not carry one or more of our significant products or threaten the viability of these pharmacies, which could negatively impact our business and results of operations.

Current filing · verify on EDGAR →

Challenges to U.S. retail pharmacies due to pharmacy benefit manager reimbursement pressures, among other things, have resulted and may result in financial difficulties for some pharmacies that impact patient experiences, lead to determinations by certain pharmacies to not carry one or more of our significant products or threaten the viability of these pharmacies, which could negatively impact our business and results of operations.

LLY changed "have resulted in financial difficulties for some pharmacies that may impact" to "have resulted and may result in financial difficulties for some pharmacies that impact" (emphasizing realized impacts, not just potential).

Tone Shift PBM consolidation and pricing pressures low

Previous filing · verify on EDGAR →

Moreover, the negotiating power of health plans, managed care organizations, pharmacy benefit managers, and other supply chain entities has increased due to consolidation, regulatory, and other market impacts, and they, along with governments, increasingly employ formularies to control costs and encourage utilization of certain drugs, including through the use of formulary inclusion, or favorable formulary placement.

Current filing · verify on EDGAR →

Moreover, the negotiating power of health plans, managed care organizations, pharmacy benefit managers, and other supply chain entities has increased, and they, along with governments, employ formularies and other methods to control costs and encourage utilization of certain drugs, including through the use of formulary inclusion or favorable formulary placement.

LLY removed the specific rationale for increased PBM negotiating power ("due to consolidation, regulatory, and other market impacts") and changed "increasingly employ formularies" to "employ formularies and other methods," broadening the scope of cost-control tools beyond formularies alone.

Tone Shift PBM consolidation and future pressures low

Previous filing · verify on EDGAR →

We expect that consolidation of supply chain entities will continue to increase competitive and pricing pressures on pharmaceutical manufacturers.

Current filing · verify on EDGAR →

We expect supply chain entities will continue to exert competitive and pricing pressures on pharmaceutical manufacturers.

LLY changed "consolidation of supply chain entities will continue to increase" to "supply chain entities will continue to exert" (removing the consolidation-specific driver and framing the pressure as ongoing rather than increasing).

Tone Shift patent expirations and market contraction low

Added in current filing · verify on EDGAR →

Patent expirations of competitive products may also shift market conditions for our products by contracting the market for branded products, impacting product access, or otherwise intensifying pricing pressures across similar treatments.

LLY added disclosure that patent expirations of competitive products (not just LLY's own products) may contract the branded-product market, impact access, or intensify pricing pressures across similar treatments, framing competitor LOE as a risk to LLY's branded products.

Tone Shift biosimilar regulation and incentives low

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Particularly for biosimilars, health authority guidelines and legislative actions could make it less burdensome for competitor products to enter the market and further incentivize uptake of biosimilars.

Current filing · verify on EDGAR →

Particularly for biosimilars, health authority guidelines and legislative actions could continue to make it less burdensome for competitor products to enter the market and further incentivize uptake of biosimilars.

LLY changed "could make" to "could continue to make," emphasizing that biosimilar-friendly regulatory actions are ongoing, not just potential.

Tone Shift tariff and trade-restriction scope low

Added in current filing · verify on EDGAR →

The precise impact of tariffs, trade protection measures, and other restrictions may depend on their ultimate scope, timing, and other factors. If enacted, additional restrictions could result in supply disruptions or delays, further increase costs, or otherwise have a negative impact on our business.

LLY added language that the impact of tariffs and trade restrictions depends on their scope, timing, and other factors, and that additional restrictions could further increase costs or otherwise harm the business, emphasizing uncertainty and the potential for escalation.

Tone Shift geopolitical and economic pressures on international payers low

Previous filing · verify on EDGAR →

As a further example, the financial impact of higher energy prices, defense spending, and geopolitical and economic disruptions, has further exacerbated financial pressures on governments with single-payer or government funded healthcare systems, leading to increased impetus for increases in rebates, clawbacks, and other reforms to reimbursement systems, particularly in Europe.

Current filing · verify on EDGAR →

Geopolitical and economic factors have in various cases exacerbated financial pressures on governments with single-payer or government funded healthcare systems, leading to increases in rebates, clawbacks, and other reforms to reimbursement systems, policies and programs.

LLY generalized the international-payer pressure language from a specific example ("higher energy prices, defense spending... particularly in Europe") to a broader statement ("geopolitical and economic factors have in various cases exacerbated"), removing the Europe-specific focus and the "increased impetus for" qualifier (now stating the increases have occurred, not just the impetus).

Tone Shift regulatory priorities and enforcement changes low

Added in current filing · verify on EDGAR →

Additionally, government and regulatory authorities have considered and ... initiated enforcement or other actions across industries to seek alignment with policy initiatives.

LLY added language that government and regulatory authorities have initiated enforcement actions across industries to align with policy initiatives, framing regulatory enforcement as proactive and policy-driven (not just reactive to violations).

Tone Shift direct-to-patient advertising restrictions low

Added in current filing · verify on EDGAR →

For example, U.S. government authorities have taken and may continue to take actions intended to restrict direct-to-patient advertising and promotion of prescription drugs and biologics. These or other initiatives may influence the ways in which we can market our products, which could negatively affect our business.

LLY added disclosure that U.S. authorities have taken (and may continue to take) actions to restrict direct-to-patient advertising, and that such initiatives may influence marketing practices and negatively affect the business.

Tone Shift regulatory oversight and enforcement consistency low

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We rely on the FDA and other regulatory bodies for appropriate oversight, administration and enforcement across our industry, anyone marketing or purporting to market medicines, and public health. Oversight, administrative, and enforcement changes, delays, inconsistencies, lapses, and failures could materiality impact our business and reputation.

Current filing · verify on EDGAR →

We rely on the FDA and other global regulatory bodies for appropriate oversight, administration and enforcement across our industry, anyone marketing or purporting to market medicines, and public health. Oversight, administrative, and enforcement changes, delays, inconsistencies, lapses, and failures could materially impact our business and reputation.

LLY changed "other regulatory bodies" to "other global regulatory bodies" (emphasizing international scope) and corrected "materiality" to "materially."

Tone Shift regulatory compliance and policy changes low

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In addition, changing political leadership, including the new presidential administration and regulatory leadership in the U.S., may propose, enact, or pursue policy, regulatory, and enforcement changes that create additional uncertainty for our business.

Regulatory compliance and processes in jurisdictions outside the U.S. may be particularly unpredictable and result in additional costs, uncertainties, and risks. U.S. and foreign governmental authorities are actively promulgating additional regulations and guidance that impact many aspects of our operations. These regulations are in some cases advanced with short notice. New regulations may undermine our ability to achieve business objectives, may be costly to implement, may provide only limited time for compliance, may change accounting and reporting standards, and may carry significant penalties for non-compliance.

Current filing · verify on EDGAR →

U.S. and other authorities are regularly and actively proposing, enacting, and pursuing numerous policy, regulatory, and enforcement changes that impact many aspects of our operations. These changes are in some cases advanced with short notice. Such changes may undermine our ability to achieve business objectives, may be costly to implement, may provide only limited time for compliance, may change accounting and reporting standards, may carry significant penalties for non-compliance, or may otherwise create

LLY removed the specific reference to "changing political leadership, including the new presidential administration" (lifecycle language from the 2024 filing) and consolidated the regulatory-change language into a single paragraph emphasizing that U.S. and other authorities are "regularly and actively" proposing, enacting, and pursuing changes (not just promulgating regulations). The company also added "or may otherwise create uncertainty" to the list of potential impacts.

Financial Statements

Primary statements as printed on the EDGAR filing (iXBRL face). Companyfacts is used only when a statement is not on the HTML face. Not generated by the model.

As filed

Consolidated Statements of Operations

(Dollars and shares in millions, except per-share data)

Description Year ended December 31, 2025 Year ended December 31, 2024 Year ended December 31, 2023
Revenue 65,179 45,043 34,124
Costs, expenses, and other:
Cost of sales 11,052 8,418 7,082
Research and development 13,337 10,991 9,313
Marketing, selling, and administrative 11,094 8,594 7,404
Acquired in-process research and development 2,910 3,280 3,800
Asset impairment, restructuring, and other special charges 484 861 68
Other—net, (income) expense 571 219 (97)
39,448 32,363 27,570
Income before income taxes 25,731 12,680 6,554
Income taxes 5,091 2,090 1,314
Net income 20,640 10,590 5,240
Earnings per share:
Basic 23.00 11.76 5.82
Diluted 22.95 11.71 5.80
Shares used in calculation of earnings per share:
Basic 897.3 900.6 900.2
Diluted 899.3 904.1 903.3

Consolidated Balance Sheets

(Dollars and shares in millions)

Description December 31, 2025 December 31, 2024
Assets
Current Assets
Cash and cash equivalents 7,268 3,268
Accounts receivable 17,760 11,006
Other receivables 2,395 2,270
Inventories 13,744 7,589
Prepaid expenses 14,315 8,341
Other current assets 147 266
Total current assets 55,629 32,740
Noncurrent Assets
Investments 2,802 3,216
Goodwill 5,898 5,770
Other intangibles, net 6,521 6,166
Deferred tax assets 9,959 8,001
Property and equipment, net 24,675 17,102
Other noncurrent assets 6,992 5,720
Total assets 112,476 78,715
Liabilities and Equity
Current Liabilities
Short-term borrowings and current maturities of long-term debt 1,635 5,117
Accounts payable 5,379 3,229
Employee compensation 2,375 2,094
Sales rebates and discounts 17,382 11,539
Other current liabilities 8,457 6,397
Total current liabilities 35,228 28,376
Noncurrent Liabilities
Long-term debt 40,868 28,527
Long-term income taxes payable 5,875 4,061
Other noncurrent liabilities 3,970 3,479
Total noncurrent liabilities 50,713 36,067
Commitments and Contingencies
Equity
Common stock—no par value Authorized shares: 3,200.0 Issued shares: 944.8 (2025) and 947.9 (2024) 590 592
Additional paid-in capital 7,346 7,439
Retained earnings 24,470 13,545
Employee benefit trust (3,013) (3,013)
Accumulated other comprehensive loss (2,880) (4,322)
Other equity 22 31
Total equity 26,535 14,272
Total liabilities and equity 112,476 78,715

Consolidated Statements of Cash Flows

(Dollars in millions)

Description Year ended December 31, 2025 Year ended December 31, 2024 Year ended December 31, 2023
Cash Flows from Operating Activities
Net income 20,640 10,590 5,240
Adjustments to Reconcile Net Income to Cash Flows from Operating Activities:
Depreciation and amortization 1,997 1,767 1,527
Change in deferred income taxes (1,707) (2,683) (2,341)
Stock-based compensation expense 626 646 629
Gains on sale of product rights (180) (224) (1,879)
Acquired in-process research and development 2,910 3,280 3,800
Other operating activities, net 620 826 319
Other changes in operating assets and liabilities, net of acquisitions and divestitures:
Receivables—(increase) decrease (7,000) (2,155) (2,451)
Inventories—(increase) decrease (4,671) (2,507) (1,425)
Prepaid expenses and other assets—(increase) decrease (6,609) (3,331) (3,453)
Accounts payable and other liabilities—increase (decrease) 10,187 2,609 4,274
Net Cash Provided by Operating Activities 16,813 8,818 4,240
Cash Flows from Investing Activities
Purchases of property and equipment (7,841) (5,058) (3,448)
Proceeds from sales of and distributions from noncurrent investments 964 374 508
Purchases of noncurrent investments (645) (677) (731)
Proceeds from sale of product rights 218 601 1,604
Purchases of in-process research and development (3,008) (3,346) (3,944)
Cash paid for acquisitions, net of cash acquired (661) (948) (1,044)
Other investing activities, net 1 (248) (98)
Net Cash Used for Investing Activities (10,972) (9,302) (7,153)
Cash Flows from Financing Activities
Dividends paid (5,384) (4,680) (4,069)
Net change in short-term borrowings (4,338) (1,852) 4,691
Proceeds from issuance of long-term debt 13,167 11,417 3,959
Repayments of long-term debt (778) (664)
Purchases of common stock (4,108) (2,500) (750)
Other financing activities, net (772) (491) (335)
Net Cash Provided by (Used for) Financing Activities (2,213) 1,230 3,496
Effect of exchange rate changes on cash and cash equivalents 372 (297) 169
Net increase in cash and cash equivalents 4,000 449 752
Cash and cash equivalents at beginning of year 3,268 2,819 2,067
Cash and Cash Equivalents at End of Year 7,268 3,268 2,819

Amounts as printed on the EDGAR/iXBRL face — (Dollars and shares in millions, except per-share data); (Dollars and shares in millions); (Dollars in millions). Labels, columns, and figures are the filing face, not a GAAP stencil. Interactive statements & notes on EDGAR ↗

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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 3, 2026 · How we verify