Eli Lilly (LLY) Director Hedley Reports 14.206 Unit Acquisition via Deferral

Q: What transaction did Mary Lynne Hedley report on Form 4 for LLY?

The Form 4 reports an acquisition (Code A) on 08/18/2025 of 14.206 units at a reported price of $698.05 tied to the directors' deferral plan.

Q: How many LLY shares did the filing show as beneficially owned after the transaction?

The filing lists 1,986.78 shares beneficially owned following the reported transaction.

Q: Was this Form 4 filed individually or jointly?

The form indicates it was filed by one reporting person .

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Mary Lynne Hedley, a director of Eli Lilly & Co. (LLY), reported a transaction on 08/18/2025 in which shares were acquired under the companys director deferral arrangements. The filing shows an acquisition (Code A) of 14.206 units at a reported price of $698.05. The report lists 1,986.78 shares beneficially owned following the transaction, with ownership reported as direct and indirect (by trust) where applicable. The filing explains the shares were deferred in lieu of cash compensation as stock units under the Lilly Directors Deferral Plan and will be settled in common stock after the reporting persons separation from service. The reporting person disclaims beneficial ownership except to the extent of pecuniary interest.

Positive

Director elected to defer compensation into stock units, which aligns director economic interests with shareholders as stated in the filing
Clear disclosure of settlement terms (stock units to be settled in shares following separation) and ownership disclaimer

Negative

None.

Insights

TL;DR: Routine director deferral into stock units; aligns compensation with equity without indicating a trading decision.

The Form 4 documents a common governance practice where a director elects to defer cash compensation into stock units under the company's Directors' Deferral Plan. The units are to be settled in shares following separation from service, which is explicitly stated in the filing. The reporting person also disclaims beneficial ownership beyond pecuniary interest, consistent with trustee arrangements. This filing shows 14.206 units acquired at $698.05 on 08/18/2025 and a post-transaction beneficial ownership figure of 1,986.78 shares. There is no indication of a sale, waiver, or other unusual governance event in the document.

TL;DR: Transaction appears administrative and non-material to company capital structure; no market-moving disposition reported.

The filing records an acquisition (code A) tied to compensation deferral rather than an open-market purchase. The price shown ($698.05) likely reflects an accounting unit value for the deferred stock units rather than an active market trade by the director. The report clarifies settlement timing (upon separation) and includes a standard disclaimer of beneficial ownership except for pecuniary interest. Based solely on the filing, there is no evidence of material change to insider holdings or of a trading intent that would be immediately material to investors.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Hedley Mary Lynne

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	14.206	$698.05	$10K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 1,986.78 shares (Direct); Common Stock — 98 shares (Indirect, By Trust)

Footnotes (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. The reporting person disclaims beneficial ownership of the reported securities except to the extent of the reporting person's pecuniary interest therein, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

Form 4 Insider Transactions: What Each Field Means →

08/19/2025 - 04:21 PM

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

OMB Number:			3235-0287
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hours per response:			0.5

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^*

Hedley Mary Lynne

(Last)

(First)

(Middle)

LILLY CORPORATE CENTER

(Street)

INDIANAPOLIS

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)
08/18/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/18/2025		A		14.206⁽¹⁾	A	$698.05	1,986.78	D
Common Stock								98	I	By Trust⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

2. The reporting person disclaims beneficial ownership of the reported securities except to the extent of the reporting person's pecuniary interest therein, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

Remarks:

	/s/ Jonathan Groff for Mary Lynne Hedley, pursuant to the authorization on file	08/19/2025
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did Mary Lynne Hedley report on Form 4 for LLY?

The Form 4 reports an acquisition (Code A) on 08/18/2025 of 14.206 units at a reported price of $698.05 tied to the directors' deferral plan.

How many LLY shares did the filing show as beneficially owned after the transaction?

The filing lists 1,986.78 shares beneficially owned following the reported transaction.

Were the acquired units immediately settled into shares?

No; the filing states the shares were deferred as stock units under the Lilly Directors' Deferral Plan and will be settled in common stock following the reporting persons separation from service.

Does the reporting person claim full beneficial ownership of the reported securities?

The reporting person disclaims beneficial ownership except to the extent of the reporting persons pecuniary interest, and some ownership is noted by trust.

Was this Form 4 filed individually or jointly?

The form indicates it was filed by one reporting person.