Eli Lilly (LLY) Director Reports 2,003.492 Deferred Shares on Form 4

Rhea-AI Filing Summary

Mary Lynne Hedley, a director of Eli Lilly & Co. (LLY), reported an internal acquisition of common stock on 09/15/2025. The filing shows 2,003.492 shares were acquired and recorded as deferred stock units under the Lilly Directors' Deferral Plan, to be settled in shares following the reporting person's separation from service. The report lists a per-share amount of $748.19 associated with the transaction. The reporting person disclaims beneficial ownership except to the extent of a pecuniary interest, noting the shares are held by a trust. The Form 4 was signed on behalf of Hedley by Jonathan Groff on 09/17/2025.

Positive

• Director equity alignment: 2,003.492 shares were deferred under the Lilly Directors' Deferral Plan, tying compensation to company stock
• Clear disclosure: Filing specifies deferral mechanics and trust holding, supporting transparency

Negative

• None.

Insights

Securities Analyst

TL;DR: Director deferred compensation into 2,003.492 shares, indicating standard director equity deferral; not a market trade signal.

The filing documents a non-derivative acquisition through the companys directors deferral plan rather than an open-market purchase. The transaction date is 09/15/2025 and the record shows 2,003.492 common shares acquired as deferred units, with settlement tied to separation from service. For investors, such filings generally reflect compensation mechanics and long-term alignment rather than active market accumulation.

Corporate Governance Expert

TL;DR: Routine director deferral reported; disclosure includes trust-held shares and a pecuniary-interest disclaimer.

The report clearly states the shares were deferred in lieu of cash under the Lilly Directors' Deferral Plan and will be settled in shares after the reporting person's separation. The reporting person also disclaims beneficial ownership except for pecuniary interest and indicates the shares are held by a trust. This presentation aligns with typical governance disclosures for director compensation deferrals.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Hedley Mary Lynne

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	13.254	$748.19	$10K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 2,003.492 shares (Direct); Common Stock — 98 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 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 →

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 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		13.254(1)	A	$748.19	2,003.492	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)
				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 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	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 Mary Lynne Hedley report on the Form 4 for LLY?

She reported acquiring 2,003.492 common shares via deferral under the Lilly Directors' Deferral Plan on 09/15/2025, per the filing.

Was the transaction an open-market purchase for LLY shares?

No. The filing states the shares were deferred in lieu of cash compensation and will be settled in shares after separation from service.

What price is shown for the reported LLY transaction?

$748.19 per share is listed in the Form 4 alongside the reported acquisition.

Does Mary Lynne Hedley claim beneficial ownership of the reported LLY shares?

She disclaims beneficial ownership except to the extent of her pecuniary interest; the filing notes the shares are held by a trust.

When was the Form 4 signed and by whom?

Signed on 09/17/2025 by Jonathan Groff on behalf of Mary Lynne Hedley, per the filing.