Eli Lilly (NYSE: LLY) director defers small stock award into units

Rhea-AI Filing Summary

ELI LILLY & Co director J. Erik Fyrwald reported a small stock-based compensation grant. He acquired 10.026 shares of common stock valued at $989.12 per share, increasing his direct holdings to 75,258.776 shares.

The filing notes he elected to defer this award into stock units under the Lilly Directors' Deferral Plan, to be settled in Eli Lilly common stock after he separates from board service. This is a routine director compensation transaction rather than an open-market purchase or sale.

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^*

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)
03/16/2026

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	03/16/2026		A		10.026(1)	A	$989.12	75,258.776	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 J. Erik Fyrwald, pursuant to authorization on file	03/17/2026
	** 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 did Eli Lilly (LLY) director J. Erik Fyrwald report on this Form 4?

Director J. Erik Fyrwald reported receiving a small stock-based compensation grant. He acquired 10.026 shares of Eli Lilly common stock at $989.12 per share as a grant award, not an open-market purchase or sale.

How many Eli Lilly (LLY) shares does J. Erik Fyrwald hold after this transaction?

After the reported award, J. Erik Fyrwald holds 75,258.776 shares of Eli Lilly common stock directly. The transaction added 10.026 shares, representing a very small increase relative to his existing ownership position.

Was the Eli Lilly (LLY) Form 4 transaction a market buy or sell?

The transaction was not a market buy or sell. It is coded as a grant or award acquisition, reflecting stock-based compensation rather than an open-market trade, so it does not signal active buying or selling decisions.

How is the Eli Lilly (LLY) director’s stock grant treated under the company plan?

The director elected to defer the awarded shares into stock units under the Lilly Directors' Deferral Plan. These units will be settled in Eli Lilly common stock after his separation from service on the board, delaying actual share delivery.

Does this Eli Lilly (LLY) Form 4 indicate a major ownership change?

The filing does not indicate a major ownership change. It records a routine compensation-related grant of 10.026 shares, a minor addition compared with J. Erik Fyrwald’s post-transaction direct holdings of 75,258.776 shares.