[Form 4] Eli Lilly & Co. Insider Trading Activity

Rhea-AI Filing Summary

Donald A. Zakrowski, Senior Vice President, Finance & Chief Accounting Officer at Eli Lilly & Co. (LLY), reported a sale of 1,000 shares of Eli Lilly common stock on 08/28/2025 at a price of $734.93 per share. The filing states the sale was executed under a Rule 10b5-1 trading plan adopted on November 20, 2024. After the transaction, the reporting person beneficially owned 3,839.659 shares directly and 1,725.72 shares indirectly (401(k)). The Form 4 was signed by an authorized representative on behalf of Mr. Zakrowski.

Insights

Financial Analyst

TL;DR: Routine insider sale under a pre-established 10b5-1 plan; transaction size is small relative to typical institutional stakes.

The sale of 1,000 shares at $734.93 appears to be a preplanned disposition under a Rule 10b5-1 trading plan adopted 11/20/2024, which generally reduces timing-related informational concerns. The filing discloses post-transaction beneficial ownership of 3,839.659 shares directly and 1,725.72 shares indirectly via a 401(k). There is no disclosure of options exercised or derivative activity in this Form 4. From a financial-materiality perspective, the reported sale is modest in size and does not, on its face, imply a change to the company’s operating outlook or capital structure.

Corporate Governance Expert

TL;DR: Governance-wise this is a standard, pre-authorized insider sale with appropriate disclosure and authorization.

The transaction is documented as executed pursuant to a Rule 10b5-1 trading plan, which is a commonly used mechanism for insiders to transact while limiting potential insider trading concerns. The Form 4 includes the reporting person’s title (SVP, Finance & CAO) and shows the signature was provided by an authorized representative. There are no amendments or additional governance flags noted in the filing. The information provided is procedural and routine.

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).

X

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^*

Zakrowski Donald A

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Finance, & CAO

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

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	08/28/2025		S(1)		1,000	D	$734.93	3,839.659	D
Common Stock								1,725.72	I	401(k)

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. The transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 20, 2024.

Remarks:

	/s/ Jonathan Groff for Donald A. Zakrowski, pursuant to authorization on file	08/28/2025
	** 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 insider transaction did Donald A. Zakrowski report for LLY?

The Form 4 reports a sale of 1,000 shares of Eli Lilly common stock on 08/28/2025 at $734.93 per share.

Was the sale by Zakrowski a planned transaction?

Yes. The sale was effected under a Rule 10b5-1 trading plan adopted by the reporting person on November 20, 2024.

How many Eli Lilly shares does Zakrowski beneficially own after the transaction?

The filing reports 3,839.659 shares directly and 1,725.72 shares indirectly (401(k)) following the reported transaction.

What is Zakrowski’s role at Eli Lilly as stated in the filing?

He is listed as SVP, Finance & Chief Accounting Officer and the Form 4 indicates he is an officer of the issuer.

Who signed the Form 4 filing for Zakrowski?

The form was signed by Jonathan Groff for Donald A. Zakrowski, pursuant to authorization on file, dated 08/28/2025.