Ralph Alvarez (NYSE: LLY) defers director stock grant into Lilly stock units

Rhea-AI Filing Summary

ELI LILLY & Co director Ralph Alvarez reported an acquisition of 12.566 shares of common stock at $988.0900 per share as a grant or award. At his election, this amount was deferred as stock units under the Lilly Directors' Deferral Plan and will be settled in shares after his separation from service. Following the transaction, he directly holds 55,627.279 shares of common stock and indirectly holds 758 shares by trust, while disclaiming beneficial ownership except to the extent of his pecuniary interest.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Alvarez Ralph

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	12.566	$988.09	$12K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 55,627.279 shares (Direct, null); 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.

Key Figures

Grant size: 12.566 shares Grant reference price: $988.0900 per share Direct holdings after transaction: 55,627.279 shares +1 more

4 metrics

Grant size 12.566 shares Common Stock grant/award on 2026-05-18

Grant reference price $988.0900 per share Price per share for the 12.566-share grant

Direct holdings after transaction 55,627.279 shares Common Stock directly held following the grant

Indirect holdings by trust 758 shares Common Stock held indirectly by trust

Key Terms

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

4 terms

Lilly Directors' Deferral Plan financial

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

stock units financial

"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

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

pecuniary interest financial

"disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein"

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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^*

Alvarez Ralph

(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		12.566(1)	A	$988.09	55,627.279	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	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 did ELI LILLY (LLY) director Ralph Alvarez report in this Form 4?

Ralph Alvarez reported an acquisition of 12.566 shares of ELI LILLY common stock as a grant or award. The shares were taken as deferred stock units instead of cash compensation under a director deferral plan.

How many ELI LILLY (LLY) shares did Ralph Alvarez acquire and at what price?

He acquired 12.566 shares of ELI LILLY common stock at $988.0900 per share. This reflects a compensation-related grant rather than an open-market purchase, using the company’s director compensation structure.

How does the Lilly Directors' Deferral Plan affect this Form 4 transaction for LLY?

The Lilly Directors' Deferral Plan lets Alvarez defer cash compensation into stock units instead of cash. These stock units will later be settled in shares of common stock after he separates from service as a director.

What are Ralph Alvarez’s ELI LILLY (LLY) holdings after this Form 4 transaction?

After the reported transaction, Alvarez directly holds 55,627.279 shares of ELI LILLY common stock and indirectly holds 758 shares through a trust, giving context to the scale of this compensation grant.

What does it mean that Ralph Alvarez disclaims beneficial ownership in this LLY filing?

The filing states Alvarez disclaims beneficial ownership of the reported securities except for his pecuniary interest. This means he recognizes only his economic stake, especially relevant for shares held indirectly, such as through a trust.