Eli Lilly (NYSE: LLY) director defers small stock grant into share units

Rhea-AI Filing Summary

Eli Lilly & Co director Ralph Alvarez reported an automatic stock-based compensation grant. On March 16, 2026, he acquired 12.553 shares of common stock at $989.12 per share as a grant or award, increasing his directly held position to 55,601.215 shares.

According to the company’s directors’ deferral plan, Alvarez elected to defer this award as stock units instead of cash compensation, to be settled in common shares after he leaves the board. The filing also shows an indirect holding of 758 shares held by a trust, for which he disclaims beneficial ownership beyond his economic interest.

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^*

Alvarez Ralph

(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		12.553(1)	A	$989.12	55,601.215	D
Common Stock								758	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 his pecuniary interest therein.

Remarks:

	/s/ Jonathan Groff for Ralph Alvarez, 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.
* 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 did Eli Lilly (LLY) director Ralph Alvarez report in this Form 4 filing?

Ralph Alvarez reported receiving a small stock-based compensation grant of 12.553 Eli Lilly common shares at $989.12 per share. The grant increased his directly held position to 55,601.215 shares and forms part of his ongoing director compensation, rather than an open-market purchase.

Was the Eli Lilly (LLY) transaction by Ralph Alvarez a purchase or a grant?

The transaction was a grant or award acquisition, not an open-market purchase. The Form 4 classifies it under transaction code A, meaning the shares were received as compensation, consistent with Eli Lilly’s director compensation and deferral arrangements rather than a discretionary market trade.

How many Eli Lilly (LLY) shares does Ralph Alvarez hold after this Form 4 transaction?

After the reported grant, Ralph Alvarez directly holds 55,601.215 Eli Lilly common shares. The filing also lists 758 additional shares held indirectly through a trust, for which he disclaims beneficial ownership except to the extent of his pecuniary interest in those securities.

How are Ralph Alvarez’s Eli Lilly (LLY) director shares treated under the deferral plan?

Alvarez elected to defer the awarded shares as stock units under the Lilly Directors’ Deferral Plan. These deferred units replace cash compensation and will be settled in Eli Lilly common stock after his separation from service, aligning the timing of settlement with the end of his board tenure.

What does the beneficial ownership disclaimer mean in the Eli Lilly (LLY) Form 4?

The filing states Alvarez disclaims beneficial ownership of certain reported securities except for his pecuniary interest. This means for shares held indirectly, such as through a trust, he recognizes only his economic stake and does not claim full beneficial ownership beyond that financial interest.