[Form 4] Eli Lilly & Co. Insider Trading Activity

Rhea-AI Filing Summary

Gabrielle Sulzberger, a director of Eli Lilly & Co. (LLY), reported an acquisition of 2,710.158 shares of common stock on 08/18/2025. The filing shows the shares were acquired at a price of $698.05 and, at the reporting person’s election, have been deferred as stock units under the Lilly Directors' Deferral Plan. Those units will be settled in shares of common stock following the reporting person’s separation from service. The Form 4 was signed and submitted on 08/19/2025.

Positive

• Director acquisition disclosed: Gabrielle Sulzberger acquired 2,710.158 shares, indicating a formal deferral of compensation into equity instruments.
• Clear settlement terms: The filing explicitly states units will be settled in common stock following separation from service, clarifying timing of conversion.

Negative

• None.

Insights

Financial Analyst

TL;DR: Director deferred 2,710.158 shares into Lilly's deferral plan, establishing additional equity exposure tied to future settlement.

This Form 4 documents a non-derivative acquisition by a director under the company’s director compensation deferral arrangement. The transaction price is stated as $698.05 per share and the shares were recorded as stock units to be converted to common stock upon separation from service. For analysts, this is a routine insider deferral of compensation rather than an open-market purchase; it affects potential future share issuance but does not immediately change outstanding shares listed here.

Corporate Governance Expert

TL;DR: Filing reflects a compensation deferral election by a board member, typical governance practice for director pay management.

The report clarifies that the shares were acquired pursuant to the Lilly Directors' Deferral Plan and will be settled after the reporting person leaves service. This is an administrative disclosure showing compliance with Section 16 reporting requirements. It identifies the relationship as a director and confirms authorization for filing; there are no disclosures of derivative holdings or immediate dispositions beyond the deferral.

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^*

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)
08/18/2025

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	08/18/2025		A		7.103(1)	A	$698.05	2,710.158	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	08/19/2025
	** 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 did Gabrielle Sulzberger report on Form 4 for LLY?

She reported an acquisition of 2,710.158 shares of Eli Lilly common stock on 08/18/2025, deferred as stock units.

At what price were the LLY shares recorded in the Form 4?

The filing lists a transaction price of $698.05 per share.

How will the deferred shares be settled according to the filing?

The shares were deferred under the Lilly Directors' Deferral Plan and will be settled in common stock following the reporting person’s separation from service.

When was the Form 4 filed for the transaction?

The transaction date is 08/18/2025 and the Form 4 was signed/submitted on 08/19/2025.

Does the Form 4 report any derivative securities or dispositions by Sulzberger?

No. The filing shows only a non-derivative acquisition deferred as stock units and does not report derivative holdings or disposals.