Eli Lilly (LLY) director Sulzberger granted deferred stock units

Rhea-AI Filing Summary

ELI LILLY & Co director Gabrielle Sulzberger reported a small stock-based compensation grant. She acquired 5.013 shares of common stock on March 16, 2026 at a price of $989.12 per share through a grant or award rather than an open-market purchase.

According to the disclosure, she elected to defer these shares as stock units under the Lilly Directors' Deferral Plan, to be settled in common stock after she separates from service. Following this grant, she directly holds a total of 2,976.209 shares of Eli Lilly common stock.

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

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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^*

Sulzberger Gabrielle

(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		5.013(1)	A	$989.12	2,976.209	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 Gabrielle Sulzberger, 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).
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FAQ

What insider transaction did Eli Lilly (LLY) director Gabrielle Sulzberger report?

Gabrielle Sulzberger reported receiving a small stock-based compensation grant. She acquired 5.013 shares of Eli Lilly common stock on March 16, 2026 as a grant or award, rather than an open-market purchase, at a reported price of $989.12 per share.

Was Gabrielle Sulzberger’s Eli Lilly (LLY) Form 4 transaction a stock purchase or a grant?

The Form 4 shows a grant or award, not a market purchase. The transaction is coded “A” for grant, award, or other acquisition, reflecting stock-based compensation rather than a discretionary buy, and is categorized as an acquisition in the filing data.

How many Eli Lilly (LLY) shares does Gabrielle Sulzberger hold after this Form 4 filing?

After the reported grant, Gabrielle Sulzberger directly holds 2,976.209 Eli Lilly common shares. This total includes the 5.013 shares acquired through the March 16, 2026 award, as disclosed in the Form 4 ownership table.

How are Gabrielle Sulzberger’s new Eli Lilly (LLY) shares treated under the directors’ plan?

The newly awarded shares have been deferred as stock units under the Lilly Directors' Deferral Plan. They will be settled in shares of Eli Lilly common stock after Gabrielle Sulzberger’s separation from service, according to the footnote disclosure.

Does Gabrielle Sulzberger’s Eli Lilly (LLY) Form 4 indicate any stock sales?

The Form 4 does not report any stock sales. It shows one acquisition transaction coded “A” for a grant or award of 5.013 Eli Lilly common shares, with no sell transactions or dispositions listed in the summarized transaction data.