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Eli Lilly (LLY) Director Reports Deferred Stock Acquisition of 16,403.184 Shares

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

Rhea-AI Filing Summary

Juan R. Luciano, a director of Eli Lilly & Co. (LLY), reported an acquisition on 08/18/2025 recorded on a Form 4. The filing shows a Code V transaction (shares acquired pursuant to a plan) and lists 16,403.184 as the amount of securities beneficially owned following the reported transaction. The filing also references $698.05 and includes an explanatory note that the shares acquired were deferred in lieu of cash compensation as stock units under the Lilly Directors' Deferral Plan and will be settled in common stock after the reporting person’s separation from service.

Positive

  • Director deferral into equity (shares were deferred in lieu of cash under the Lilly Directors' Deferral Plan), which aligns executive compensation with shareholder interests
  • Transparent reporting of the transaction by filing Form 4 and providing an explanatory note specifying settlement will occur after separation from service

Negative

  • None.

Insights

TL;DR: Director Luciano reported a deferred stock-unit acquisition under the director deferral plan; ownership after the transaction is 16,403.184 shares.

The Form 4 documents a Code V acquisition on 08/18/2025, indicating compensation-related deferral rather than open-market buying or option exercise. The filing lists 16,403.184 shares as beneficially owned following the transaction and references $698.05. This is a routine insider reporting of director compensation deferral with no explicit change to outstanding derivative positions disclosed.

TL;DR: This is a standard director deferral disclosure showing compensation converted to deferred stock units to be settled later.

The explanatory note clarifies the economic nature of the transaction: shares were deferred in lieu of cash under the Lilly Directors' Deferral Plan and will be converted to common stock upon separation from service. Such filings typically reflect alignment of director compensation with shareholder equity, and the Form 4 signature block shows the filing was made by an authorized representative on 08/19/2025.

Insider LUCIANO JUAN R
Role Director
Type Security Shares Price Value
Grant/Award Common Stock 21.25 $698.05 $15K
Holdings After Transaction: Common Stock — 16,403.184 shares (Direct)
Footnotes (1)
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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*
LUCIANO JUAN R
(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)
08/18/2025
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 08/18/2025 A 21.25(1) A $698.05 16,403.184 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 Juan R. Luciano, pursuant to authorization on file 08/19/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did Juan R. Luciano report on Form 4 for LLY?

The Form 4 reports a Code V acquisition on 08/18/2025 related to shares deferred under the Lilly Directors' Deferral Plan.

How many shares does the filing show beneficially owned after the transaction?

The filing lists 16,403.184 as the amount of securities beneficially owned following the reported transaction.

Will the deferred shares be issued immediately?

No. The explanatory note states the deferred stock units will be settled in shares of common stock following the reporting person's separation from service.

Does the Form 4 indicate this was an open-market purchase or exercise?

No. The transaction is reported as Code V, indicating it was made pursuant to a plan (deferred compensation), not an open-market purchase or option exercise.

Who signed the Form 4 filing for Juan R. Luciano?

The Form 4 is signed /s/ Jonathan Groff for Juan R. Luciano, pursuant to authorization on file with a filing date of 08/19/2025.