Eli Lilly (LLY) director Juan Luciano defers compensation into stock units

Rhea-AI Filing Summary

Eli Lilly and Company director Juan R. Luciano reported an acquisition of company common stock through the deferral of board compensation. On January 20, 2026, he acquired 15.286 shares of Eli Lilly common stock at a price of $1,041.29 per share, recorded as an "A" transaction. After this transaction, he beneficially owned 16,756.656 shares of Eli Lilly common stock in direct ownership.

According to the disclosure, Mr. Luciano elected to defer his cash compensation into stock units under the Lilly Directors' Deferral Plan. These deferred stock units will be settled in shares of common stock after he separates from service as a director, meaning the award is part of his director compensation structure rather than an open-market purchase.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

LUCIANO JUAN R

(Last) (First) (Middle)

LILLY CORPORATE CENTER

(Street)

INDIANAPOLIS IN 46285

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ELI LILLY & Co [ LLY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/20/2026		A		15.286(1)	A	$1,041.29	16,756.656	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. At the election of the reporting person, the shares acquired pursuant to this filing have been deferred in lieu of cash compensation as stock units under the Lilly Directors' Deferral Plan and will be settled in shares of common stock following the reporting person's separation from service.

Remarks:

	/s/ Jonathan Groff for Juan R. Luciano, pursuant to authorization on file	01/21/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Eli Lilly (LLY) director Juan R. Luciano report?

Juan R. Luciano reported an acquisition of 15.286 shares of Eli Lilly common stock on January 20, 2026, designated as transaction code "A".

What price was reported for the Eli Lilly (LLY) shares acquired by Juan R. Luciano?

The filing reports a price of $1,041.29 per share for the 15.286 shares of Eli Lilly common stock acquired.

How many Eli Lilly (LLY) shares does Juan R. Luciano beneficially own after this transaction?

Following the reported transaction, Juan R. Luciano beneficially owns 16,756.656 shares of Eli Lilly common stock in direct ownership.

Was the Eli Lilly (LLY) director transaction an open-market purchase?

No. The filing states that the shares were acquired through the Lilly Directors' Deferral Plan, where cash compensation was deferred into stock units rather than an open-market purchase.

How and when will the deferred Eli Lilly (LLY) stock units for Juan R. Luciano be settled?

The footnote explains that the stock units will be settled in shares of common stock following Juan R. Luciano's separation from service as a director.

What is Juan R. Luciano’s relationship to Eli Lilly (LLY)?

The Form 4 identifies Juan R. Luciano as a director of Eli Lilly and Company and not a 10% owner or officer.