[Form 4] ELI LILLY & Co Insider Trading Activity

Rhea-AI Filing Summary

Gabrielle Sulzberger, a director of Eli Lilly & Co (LLY), acquired 6.627 shares of the company on 09/15/2025 at a reported price of $748.19 per share. Following the transaction she beneficially owned 2,721.97 shares. 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 common stock upon her separation from service.

Insights

Corporate Governance Expert

TL;DR: Small director deferral transaction, customary governance practice, no material change to ownership stake.

The reported acquisition reflects a director electing to defer cash compensation into equity-based units under the company's directors' deferral plan. Such elections are common and align director compensation with shareholder value without immediately altering control dynamics. The transaction size (6.627 shares) is modest relative to the total share count and results in a beneficial ownership of 2,721.97 shares, indicating continued alignment but not a significant shift in influence or governance.

Securities Analyst

TL;DR: Routine insider deferral; transaction unlikely to affect market or signal material insider sentiment.

From a market-impact perspective, the acquisition of 6.627 shares at $748.19 each is immaterial in isolation. The filing documents a routine compensation deferral rather than an opportunistic open-market purchase. The note that units will be settled in shares upon separation clarifies timing of eventual share issuance; there is no indication of derivative activity or accelerated vesting that would materially alter dilution or outstanding share counts today.

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)
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		6.627(1)	A	$748.19	2,721.97	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	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 Gabrielle Sulzberger report on Form 4 for LLY?

The report shows an acquisition of 6.627 shares on 09/15/2025 at a price of $748.19 per share.

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

Following the reported transaction she beneficially owned 2,721.97 shares.

Why were the shares acquired according to the filing?

The filing states the reporting person elected to defer cash compensation as stock units under the Lilly Directors' Deferral Plan, to be settled in shares upon separation from service.

Did the Form 4 disclose any derivative transactions or option exercises?

No. The filing contains only a non-derivative acquisition entry and an explanation about deferral; there are no derivative securities reported.

Who signed the Form 4 on behalf of Gabrielle Sulzberger?

The signature line shows /s/ Jonathan Groff for Gabrielle Sulzberger, dated 09/17/2025.