Eli Lilly (LLY) director logs small stock grant via deferral plan

Rhea-AI Filing Summary

Eli Lilly and Company director Gabrielle Sulzberger reported a small acquisition of company stock as part of board compensation. On January 20, 2026, she acquired 4.762 shares of Eli Lilly common stock at a price of $1,041.29 per share, bringing her directly held beneficial ownership to 2,961.436 shares.

According to the filing, these shares were deferred in lieu of cash compensation under the Lilly Directors' Deferral Plan. They are credited as stock units and are scheduled to be settled in actual shares of common stock after her separation from service as a director. The transaction reflects routine director compensation rather than an open-market purchase or sale.

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 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)
01/20/2026

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	01/20/2026		A		4.762(1)	A	$1,041.29	2,961.436	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	01/21/2026
	** 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.

FAQ

What insider transaction did Eli Lilly (LLY) disclose for Gabrielle Sulzberger?

The filing shows that director Gabrielle Sulzberger acquired 4.762 shares of Eli Lilly common stock on January 20, 2026 as part of director compensation, rather than through an open-market trade.

At what price were the Eli Lilly (LLY) shares credited to Gabrielle Sulzberger?

The 4.762 shares of Eli Lilly common stock were credited at a price of $1,041.29 per share, as reported in the Form 4.

How many Eli Lilly (LLY) shares does Gabrielle Sulzberger own after this transaction?

Following the reported transaction, Gabrielle Sulzberger beneficially owns 2,961.436 shares of Eli Lilly common stock in direct form.

Was this Eli Lilly (LLY) Form 4 transaction a cashless deferral of director compensation?

Yes. The footnote explains that the shares were deferred in lieu of cash compensation as stock units under the Lilly Directors' Deferral Plan, to be settled in shares of common stock after her separation from service.

Does Gabrielle Sulzberger hold these Eli Lilly (LLY) shares directly or indirectly?

The Form 4 classifies the 2,961.436 shares as held with direct (D) beneficial ownership, meaning they are attributed directly to her rather than to an intermediate entity.

What is Gabrielle Sulzberger’s relationship to Eli Lilly (LLY)?

The reporting person, Gabrielle Sulzberger, is identified in the filing as a director of Eli Lilly and Company and is not listed as an officer or 10% owner.