STOCK TITAN

Eli Lilly (LLY) Director Reports 15.705 Stock-Unit Acquisition via Deferral

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Ralph Alvarez, a director of Eli Lilly & Co (LLY), reported a non-derivative acquisition on 09/15/2025. The filing shows an acquisition of 15.705 common stock units at a reported price of $748.19, and after the transaction the reporting person is shown as beneficially owning 55,137.85 shares (direct) and 758 shares indirectly through a trust. The filing discloses these shares were deferred in lieu of cash compensation under the Lilly Directors' Deferral Plan and will be settled in common stock following the reporting person’s separation from service. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest.

Positive

  • Deferral into stock units indicates the director elected equity-based compensation rather than cash, aligning interests with shareholders
  • Clear disclosure of transaction date, amount acquired, post-transaction ownership, and indirect ownership via trust

Negative

  • Settlement deferred until separation from service, so the units are not currently settled into voting shares
  • Reporting person disclaims beneficial ownership except for pecuniary interest, which limits clarity on voting/control influence

Insights

TL;DR: Routine director deferral of compensation into stock units; disclosures align with typical corporate governance practice.

The Form 4 documents a director electing to defer cash compensation into stock units under an established deferral plan, with settlement conditioned on separation from service. This is a customary approach for board compensation, preserving tax deferral and aligning long-term interests with shareholders. The report also clarifies indirect ownership via a trust and contains the standard disclaimer limiting beneficial ownership to pecuniary interest. There is no evidence in the filing of option exercises, share sales, or other atypical transactions that would raise governance concerns.

TL;DR: Filing appears complete and procedural; key settlement timing and ownership forms are disclosed.

The Form 4 includes required elements: transaction date, transaction code (A), number of units acquired, price, post-transaction beneficial ownership totals, and signature authorization. The explanation specifies that the acquisition resulted from a deferral election and that settlement occurs upon separation, which affects when shares convert to deliverable stock. The indirect ownership through a trust and the pecuniary-interest disclaimer are properly noted, reducing ambiguity about control or voting power. No regulatory flags are evident from the disclosed items.

Insider Alvarez Ralph
Role Director
Type Security Shares Price Value
Grant/Award Common Stock 15.705 $748.19 $12K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 55,137.85 shares (Direct); Common Stock — 758 shares (Indirect, By Trust)
Footnotes (1)
  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 his pecuniary interest therein.
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
Estimated average burden
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*
Alvarez Ralph

(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)
09/15/2025
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 09/15/2025 A 15.705(1) A $748.19 55,137.85 D
Common Stock 758 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)
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.
2. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
Remarks:
/s/ Jonathan Groff for Ralph Alvarez, pursuant to authorization on file 09/17/2025
** 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 Ralph Alvarez report on Form 4 for LLY?

He reported acquiring 15.705 common stock units on 09/15/2025 via a deferral election under the Lilly Directors' Deferral Plan.

How many shares does Ralph Alvarez beneficially own after the transaction?

55,137.85 shares directly and 758 shares indirectly through a trust, as reported on the Form 4.

Were the acquired units settled immediately into common stock?

No. The filing states the shares were deferred in lieu of cash compensation and will be settled in common stock following the reporting person's separation from service.

What price is shown for the acquisition on the Form 4?

The Form 4 lists a price of $748.19 associated with the reported acquisition.

Does the reporting person claim beneficial ownership of the trust-held shares?

The filing includes a disclaimer that the reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest.