Eli Lilly (LLY) Form 4: Director defers fees into stock units

Rhea-AI Filing Summary

Eli Lilly & Co. director reports additional stock units from fee deferral

A director of Eli Lilly & Co. (LLY) reported acquiring small amounts of common stock on 11/17/2025, shown as 9.706 and 215.327 shares, through transactions coded as acquisitions. According to the explanation, these amounts represent fees that the director elected to defer in the form of stock units under the Lilly Directors' Deferral Plan instead of taking cash compensation. The filing states these deferred stock units will be settled in shares of common stock after the director separates from service. Following these transactions, the director’s beneficial ownership is listed as 74,988.689 shares held directly.

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

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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^*

Fyrwald J Erik

(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)
11/17/2025

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	11/17/2025		A		9.706(1)	A	$1,021.7	74,773.362	D
Common Stock	11/17/2025		A		215.327	A	$1,021.7	74,988.689	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 reported as acquired in this row 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 J. Erik Fyrwald, pursuant to authorization on file	11/18/2025
	** 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 did Eli Lilly (LLY) disclose in this Form 4 filing?

The filing shows a director of Eli Lilly & Co. (LLY) acquired additional common stock on 11/17/2025 through the deferral of cash director fees into stock units.

How many Eli Lilly shares did the director acquire in this transaction?

The report lists two acquisitions of 9.706 and 215.327 shares of Eli Lilly common stock, both coded as acquisitions.

What is the director’s total beneficial ownership in Eli Lilly after the transaction?

After the reported transactions, the director’s beneficial ownership is shown as 74,988.689 shares of Eli Lilly common stock held directly.

How were the new Eli Lilly shares obtained by the director?

The filing explains that the director elected to defer cash compensation into stock units under the Lilly Directors' Deferral Plan, which are treated as acquired shares for reporting purposes.

When will the deferred stock units be settled into Eli Lilly shares?

The explanation states the deferred stock units will be settled in shares of common stock following the director's separation from service.

Is this Eli Lilly (LLY) Form 4 filed for one or multiple reporting persons?

The Form 4 is indicated as being filed by one reporting person, not by a group.