Eli Lilly (LLY) director reports 9.336 deferred stock units

Rhea-AI Filing Summary

Eli Lilly & Co director Mary Lynne Hedley reported acquiring 9.336 shares of Eli Lilly common stock on 12/15/2025 at a price of $1,062.19 per share. According to the filing, at her election these shares were 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 her separation from service.

After this transaction, she beneficially owned 2,252.694 shares of Eli Lilly common stock directly and 98 shares indirectly through a trust, for which she disclaims beneficial ownership except to the extent of her pecuniary interest.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Hedley Mary Lynne

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	9.336	$1,062.19	$10K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 2,252.694 shares (Direct); Common Stock — 98 shares (Indirect, By Trust)

Footnotes (1)

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. The reporting person disclaims beneficial ownership of the reported securities except to the extent of the reporting person's pecuniary interest therein, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

Form 4 Insider Transactions: What Each Field Means →

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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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^*

Hedley Mary Lynne

(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)
12/15/2025

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	12/15/2025		A		9.336(1)	A	$1,062.19	2,252.694	D
Common Stock								98	I	By Trust(2)

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.

2. The reporting person disclaims beneficial ownership of the reported securities except to the extent of the reporting person's pecuniary interest therein, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

Remarks:

	/s/ Jonathan Groff for Mary Lynne Hedley, pursuant to the authorization on file	12/16/2025
	** 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 Eli Lilly (LLY) report for director Mary Lynne Hedley?

Director Mary Lynne Hedley reported acquiring 9.336 shares of Eli Lilly common stock on 12/15/2025 at a price of $1,062.19 per share.

How were the new Eli Lilly shares for Mary Lynne Hedley issued under the directors deferral plan?

The filing states that, at her election, the acquired shares were deferred in lieu of cash compensation as stock units under the Lilly Directors' Deferral Plan and will be settled in shares of common stock after her separation from service.

How many Eli Lilly shares does Mary Lynne Hedley own after this reported transaction?

Following the transaction, Mary Lynne Hedley beneficially owned 2,252.694 shares of Eli Lilly common stock directly and 98 shares indirectly through a trust.

What is the nature of Mary Lynne Hedley’s indirect ownership of Eli Lilly shares?

The filing shows 98 shares held indirectly by trust, and notes that she disclaims beneficial ownership of these securities except to the extent of her pecuniary interest.

What role does Mary Lynne Hedley hold at Eli Lilly (LLY)?

The report identifies Mary Lynne Hedley as a Director of Eli Lilly & Co.

When did the reported Eli Lilly insider transaction for Mary Lynne Hedley occur?

The earliest transaction date disclosed in the report is 12/15/2025.