Eli Lilly (LLY) director Juan R. Luciano gets stock award under deferral plan

Rhea-AI Filing Summary

Eli Lilly & Co director Juan R. Luciano received a stock-based compensation award rather than cash fees. On 2026-03-16, he acquired 16.092 shares of common stock at $989.12 per share as a grant or award. Following this transaction, he directly holds 16,817.420 shares of Eli Lilly common stock.

According to the company’s directors’ deferral plan, these shares have been deferred as stock units in lieu of cash compensation and will be settled in actual shares of common stock after Luciano separates from service as a director.

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^*

LUCIANO JUAN R

(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)
03/16/2026

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	03/16/2026		A		16.092(1)	A	$989.12	16,817.42	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 Juan R. Luciano, pursuant to authorization on file	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Eli Lilly (LLY) director Juan R. Luciano report on this Form 4?

He reported receiving a stock-based compensation award of 16.092 Eli Lilly common shares. The award was recorded at a reference price of $989.12 per share and increased his direct holdings to 16,817.420 shares after the transaction.

Was the Eli Lilly (LLY) Form 4 transaction a market purchase or sale?

It was neither a market purchase nor a sale. The filing shows a code “A” transaction, indicating a grant or award acquisition of shares as compensation, rather than an open-market trade initiated by the director.

How many Eli Lilly (LLY) shares does Juan R. Luciano hold after this award?

After the reported grant, Juan R. Luciano directly holds 16,817.420 shares of Eli Lilly common stock. This total includes the 16.092 shares acquired as a compensation award on 2026-03-16 under the company’s reporting framework.

How are the awarded Eli Lilly (LLY) shares treated under the directors’ deferral plan?

The filing states the director elected to defer the award into stock units under the Lilly Directors’ Deferral Plan. These stock units will be settled in actual Eli Lilly common shares after his separation from service as a director.

Does the Eli Lilly (LLY) Form 4 indicate any tax-withholding or derivative exercises?

No. The summarized data show a single non-derivative “A” code grant transaction with no tax-withholding entries and no derivative exercises reported. There are no remaining derivative positions listed in the derivative summary section.