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

Rhea-AI Filing Summary

Kenneth L. Custer, EVP & President, Card Met Hlth at Eli Lilly & Co (LLY), reported insider transactions dated 08/27/2025 and filed 08/28/2025. The filing shows a disposition of 9,346.902 shares of Eli Lilly common stock. It also reports a reallocation within the reporting person's deferred compensation account resulting in 612.937 shares of phantom stock (payable in cash after employment termination). After the reported transactions, the filing states the reporting person beneficially owns 2,173.461 shares of common stock. The form is signed on behalf of Mr. Custer by an authorized representative.

Positive

• Timely disclosure of transactions: transaction dated 08/27/2025 and filing dated 08/28/2025.
• Compliance with Section 16 reporting requirements, including authorized signature on file.

Negative

• Disposition of 9,346.902 shares of Eli Lilly common stock, reducing the reporting person's direct holdings.
• Beneficial ownership reduced to 2,173.461 shares following the reported transactions.

Insights

Securities Analyst

TL;DR: Routine insider sale and deferred-comp reallocation; disclosure is timely but represents a reduction in direct holdings.

The Form 4 discloses a direct disposition of 9,346.902 shares and an internal reallocation creating 612.937 phantom stock units within a deferred compensation plan. The phantom units are cash-settled upon termination, so they do not increase share count. Reported beneficial ownership after the transactions is 2,173.461 shares. This filing provides transparency on insider liquidity and compensation account changes but contains no additional operational or financial performance information.

Corporate Governance Expert

TL;DR: Filing meets Section 16 disclosure; transactions appear administrative rather than indicating corporate events.

The report includes an authorized signature and shows the reporting person is both an officer and director. The reallocation noted in the deferred compensation account is explicitly documented as a plan activity, with phantom stock payable in cash. No amendments or irregularities are indicated. From a governance perspective, the form fulfills disclosure obligations without revealing new material corporate governance actions.

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^*

Custer Kenneth L.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & President, Card Met Hlth

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2025

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								9,346.902	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
Phantom Stock	(1)	08/27/2025		I		612.937(2)		(3)	(3)	Common Stock	612.937	$734.17	2,173.461	D

Explanation of Responses:

1. Each share of phantom stock represents the right to receive the cash value of one share of Eli Lilly and Company common stock.

2. Reflects reallocation of funds within the reporting person's deferred compensation account.

3. Shares of phantom stock are payable in cash following termination of the reporting person's employment with Eli Lilly and Company.

Remarks:

	/s/ Jonathan Groff for Kenneth Custer, pursuant to authorization on file	08/28/2025
	** 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 transactions did Kenneth Custer report for LLY?

The Form 4 reports a disposition of 9,346.902 shares of Eli Lilly common stock on 08/27/2025 and a deferred-compensation reallocation of 612.937 phantom stock units.

How many Eli Lilly shares does Kenneth Custer beneficially own after the filing?

The filing states the reporting person beneficially owns 2,173.461 shares of Eli Lilly common stock following the reported transactions.

What is the nature of the phantom stock reported on the Form 4?

Each phantom stock unit represents the cash value of one share of Eli Lilly common stock and is payable in cash following termination of employment.

Was the Form 4 filed promptly after the transaction date?

Yes. The transaction date is 08/27/2025 and the Form 4 is signed/filed on 08/28/2025, indicating prompt reporting.

Does the filing indicate any derivative exercise or expiration dates?

No. The phantom stock is cash-settled and the filing does not list exercise or expiration dates for derivatives.