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

Rhea-AI Filing Summary

ELI LILLY & Co director J Erik Fyrwald reported a compensation-related stock award, not an open-market trade. He acquired 10.036 shares of common stock on May 18, 2026 at a reference price of $988.09 per share through a grant.

Under the Lilly Directors' Deferral Plan, he elected to defer this award as stock units, to be settled in common shares after his separation from service. Following this grant, his direct holdings increased to 75,279.592 shares of Lilly common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Fyrwald J Erik

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	10.036	$988.09	$10K

Holdings After Transaction: Common Stock — 75,279.592 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Awarded shares: 10.036 shares Reference price per share: $988.09 per share Post-transaction holdings: 75,279.592 shares

3 metrics

Awarded shares 10.036 shares Common Stock grant on May 18, 2026

Reference price per share $988.09 per share Grant, award, or other acquisition

Post-transaction holdings 75,279.592 shares Direct ownership after grant

Key Terms

Lilly Directors' Deferral Plan, stock units, separation from service

3 terms

Lilly Directors' Deferral Plan financial

"the shares acquired pursuant to this filing have been deferred in lieu of cash compensation as stock units under the Lilly Directors' Deferral Plan"

stock units financial

"have been deferred in lieu of cash compensation as stock units under the Lilly Directors' Deferral Plan"

Stock units are individual pieces of ownership in a company, like slices of a pie that together make up the whole business. They matter to investors because each unit represents a claim on the company’s assets, profits and sometimes voting power, and changes in the number or value of these units affect ownership percentages, potential dividends and share dilution — all of which influence an investment’s worth.

separation from service financial

"and will be settled in shares of common stock following the reporting person's separation from service"

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
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 INDIANA 46285

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/18/2026		A		10.036(1)	A	$988.09	75,279.592	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	05/19/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did ELI LILLY (LLY) director J Erik Fyrwald report?

Director J Erik Fyrwald reported receiving a stock award of 10.036 ELI LILLY common shares valued at $988.09 per share. The transaction is classified as a grant or award acquisition, rather than an open-market purchase or sale, and increases his direct holdings modestly.

Was the ELI LILLY (LLY) insider transaction a buy or a grant?

The transaction was a grant or award, not an open-market buy. It is coded “A” on Form 4 and described as a grant, award, or other acquisition, reflecting routine director compensation rather than a discretionary stock market purchase.

How many ELI LILLY (LLY) shares does director J Erik Fyrwald hold after this Form 4?

After this award, J Erik Fyrwald directly holds 75,279.592 shares of ELI LILLY common stock. This total includes the newly granted 10.036 shares that were added to his existing position, according to the reported post-transaction ownership figure.

What is the Lilly Directors' Deferral Plan mentioned in the Form 4 for LLY?

The Lilly Directors' Deferral Plan lets directors defer cash compensation into stock units. In this filing, Fyrwald elected to receive his compensation as stock units that track ELI LILLY common stock and will be settled in shares after he leaves board service.

When will the deferred ELI LILLY (LLY) stock units for J Erik Fyrwald be settled?

The deferred stock units will be settled in ELI LILLY common shares after J Erik Fyrwald’s separation from service. Until then, the award remains as stock units under the Lilly Directors' Deferral Plan instead of being delivered immediately as common shares.