ELI LILLY & Co — Form 10-Q

Eli Lilly amended and restated its Directors' Deferral Plan, effective January 1, 2025, to replace a fixed interest credit mechanism (120% of long-term applicable federal rate) with investment fund options for deferrals made after December 31, 2024. The plan authorizes 1.5M shares for issuance/transfer (up from 750K pre-2017). Directors can defer up to 100% of monthly compensation (minimum $5K annually); annual share allocations cap at the lesser of 7,500 shares or $800K minus total cash compensation. Pre-2025 account balances continue accruing the prior fixed interest rate through December 31, 2027, after which directors must elect investment funds or amounts default to a stable value fund. No material financial liabilities or new counterparties identified.