[Form 4] ELI LILLY & Co Insider Trading Activity

Rhea-AI Filing Summary

J. Erik Fyrwald, a director of Eli Lilly & Co. (LLY), reported an acquisition on 09/15/2025 of 74,751.392 shares of common stock. The Form 4 lists a per-share price of $748.19. The filing explains these shares were elected to be deferred in lieu of cash compensation under the Lilly Directors' Deferral Plan and will be settled in shares of common stock following the reporting person’s separation from service. The report is signed on behalf of Fyrwald on 09/17/2025.

Insights

Financial Analyst

TL;DR: Director deferred cash compensation into 74,751.392 Lilly shares; routine insider acquisition with limited immediate market impact.

The Form 4 documents a non-derivative acquisition by a director through the company’s deferral plan, converting cash compensation into equity units that will convert to shares upon separation from service. The transaction increases the director’s reported beneficial ownership by 74,751.392 shares at a reported per-share figure of $748.19. This type of transaction is typically administrative and planned, reflecting compensation structure rather than open-market strategic buying or selling.

Corporate Governance Expert

TL;DR: Filing shows customary director compensation deferral; governance disclosure appears complete and compliant.

The disclosure identifies the reporter as a director and specifies the use of the Lilly Directors' Deferral Plan to defer compensation into stock units that will settle as common stock upon separation. The Form 4 includes the transaction date (09/15/2025), the beneficial ownership amount post-transaction, and an authorized signature dated 09/17/2025. From a governance perspective, the filing provides the required transparency on insider ownership changes tied to compensation elections.

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
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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^*

Fyrwald J Erik

(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)
09/15/2025

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	09/15/2025		A		13.254(1)	A	$748.19	74,751.392	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	09/17/2025
	** 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 transaction did J. Erik Fyrwald report on Form 4 for LLY?

The Form 4 reports an acquisition on 09/15/2025 of 74,751.392 shares of Eli Lilly common stock via a compensation deferral.

At what price were the shares reported on the Form 4?

The filing lists a per-share figure of $748.19 associated with the reported acquisition.

Why were the shares acquired according to the filing?

The shares were deferred in lieu of cash compensation under the Lilly Directors' Deferral Plan and will be settled in shares following the reporting person’s separation from service.

When was the Form 4 signed and who signed it?

The Form 4 was signed on behalf of J. Erik Fyrwald by Jonathan Groff on 09/17/2025 pursuant to authorization on file.

What is the reporting person’s relationship to Eli Lilly?

The filing indicates the reporting person, J. Erik Fyrwald, is a Director of Eli Lilly & Co.