ELI LILLY AND COMPANY (NYSE:LLY) Files An 8-K Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans
Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

Eli Lilly and Company (“Lilly”) is filing this Current Report on Form8-K to report that Lilly directors and officers who are subject to Section16 of the Securities Exchange Act of 1934, as amended (“Section16 officers”), may be subject to a trading blackout in Lilly securities in connection with the Exchange Offer (as defined below).

On February11, 2019, Lilly notified its directors and Section16 officers that, in connection with Lilly’s offer to exchange up to 293,290,000 shares of common stock of Elanco Animal Health Incorporated for shares of Lilly common stock (“Lilly Shares”) to the Prospectus, dated February8, 2019 (the “Exchange Offer”), a blackout may be imposed during which they will be subject to certain trading restrictions with respect to Lilly Shares. Such a blackout would occur if 50% or more of the participants or beneficiaries located in the United States, its territories and possessions under the individual account plans maintained by Lilly, including the Lilly Employee 401(k)Plan and the Savings Plan for Lilly Affiliate Employees in Puerto Rico (collectively, the “Plans”) direct the trustee for the relevant Plan (or its designated agent) to exchange in the Exchange Offer some or all of the Lilly Shares held in eligible Lilly common stock funds (the “Lilly Stock Funds”) attributable to their Plan accounts.

Section306(a)of the Sarbanes-Oxley Act and Regulation BTR (i.e., the Blackout Trading Restriction), promulgated by the U.S. Securities and Exchange Commission, generally imposes certain restrictions on trading by directors and Section16 officers in the event that 50% or more of an issuer’s plan participants are so restricted. The reason for the potential blackout is that participants in the Plans who tender their Lilly Shares in the Exchange Offer will be unable, during a period of more than three consecutive business days, to exchange their account balances out of the Lilly Stock Funds, obtain any distributions, obtain withdrawals of account balances invested in the Lilly Stock Funds or obtain loans from the Lilly Stock Funds.

During the blackout period (if it occurs), subject to certain limited exemptions, directors and Section16 officers will be prohibited from directly or indirectly purchasing, selling, acquiring or transferring any Lilly Shares or derivative security with respect to Lilly Shares acquired in connection with their service or employment as a director or Section16 officer of Lilly, except that directors and Section16 officers will have the opportunity to exchange those Lilly Shares in the Exchange Offer. Lilly anticipates the blackout period (if it occurs) will be from March7, 2019 at the close of regular trading on the New York Stock Exchange (typically 4:00 p.m.New York City time), through the week of March13, 2019 (assuming no extension of the Exchange Offer).

Any inquiries during the blackout period (if it occurs) may be directed to:

Bronwen Mantlo

Vice President, Deputy General Counsel and Corporate Secretary

Eli Lilly and Company

Lilly Corporate Center

Indianapolis,IN 46285

(317) 276-0515

For a period of two years after the ending date of the blackout period (if it occurs), Lilly shareholders or other interested parties may obtain, without charge, information about the actual beginning and ending dates of the blackout period by contacting:

Bronwen Mantlo

Vice President, Deputy General Counsel and Corporate Secretary

Eli Lilly and Company

Lilly Corporate Center

Indianapolis,IN 46285

(317) 276-0515

Attached hereto as Exhibit99.1 and incorporated by reference is a copy of the Blackout Notice.