Eli Lilly director receives deferred stock grant

ELI LILLY & Co director Gabrielle Sulzberger received a stock-based compensation award rather than making an open-market trade.

Rhea-AI Filing Summary

ELI LILLY & Co director Gabrielle Sulzberger received a stock-based compensation award rather than making an open-market trade. She acquired 4.3904 shares of common stock on an award basis at $1,129.35 per share, bringing her direct holdings to 2,995.3956 shares.

According to the company’s directors’ deferral program, she elected to defer this compensation into stock units under the Lilly Directors' Deferral Plan. These units will be settled in shares of common stock after she separates from board service, so this filing reflects a deferred equity award, not a cash salary payment or market purchase.

Insider Trade Summary

Grant/Award: 4.3904 shares

Grant/Award 1 txn

Insider Sulzberger Gabrielle

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	4.3904	$1,129.35	$5K

Holdings After Transaction: Common Stock — 2,995.3956 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

Shares granted: 4.3904 shares Grant price: $1,129.35 per share Post-transaction holdings: 2,995.3956 shares +1 more

4 metrics

Shares granted 4.3904 shares Equity award to director on 2026-06-15

Grant price $1,129.35 per share Value used for the stock award

Post-transaction holdings 2,995.3956 shares Director’s direct ownership after award

Acquire transactions 1 transaction Grant, award, or other acquisition reported

Key Terms

Lilly Directors' Deferral Plan, stock units, Grant, award, or other acquisition

3 terms

Lilly Directors' Deferral Plan financial

"stock units under the Lilly Directors' Deferral Plan and will be settled"

stock units financial

"deferred in lieu of cash compensation as stock units under the Lilly"

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.

Grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did LLY director Gabrielle Sulzberger report?

LLY director Gabrielle Sulzberger reported an equity compensation grant of 4.3904 shares of Eli Lilly common stock. The award was recorded at $1,129.35 per share and increased her direct holdings to 2,995.3956 shares following the transaction, according to the filing.

Was the LLY transaction a stock purchase or a compensation grant?

The LLY transaction was a compensation-related grant, not an open-market stock purchase. The Form 4 describes it as a “grant, award, or other acquisition,” meaning the director received shares as part of board compensation rather than buying them on the market.

How many LLY shares does Gabrielle Sulzberger hold after this award?

After the reported award, Gabrielle Sulzberger directly holds 2,995.3956 shares of Eli Lilly common stock. This total includes the 4.3904 shares granted in the latest transaction, as disclosed in the Form 4’s post-transaction ownership figure.

What is the Lilly Directors' Deferral Plan mentioned in the LLY filing?

The Lilly Directors' Deferral Plan allows directors to defer cash compensation into stock units instead of taking cash. In this case, Sulzberger elected deferral, so the acquired shares are held as stock units and will be settled in common stock after she leaves board service.

When will the deferred LLY stock units be settled into shares?

The deferred stock units will be settled in Eli Lilly common shares after Gabrielle Sulzberger’s separation from service as a director. Until that time, the award remains in the form of stock units under the company’s Lilly Directors' Deferral Plan, rather than immediately deliverable shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/16/2026 - 04:25 PM Learn about SEC filing dates

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^*

Sulzberger Gabrielle

(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)
06/15/2026

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	06/15/2026		A		4.3904(1)	A	$1,129.35	2,995.3956	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	06/16/2026
	** 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)