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

Rhea-AI Filing Summary

Ralph Alvarez, a director of Eli Lilly & Co. (LLY), reported a non-derivative acquisition on 08/18/2025. The filing shows an acquisition entry with notation "16.833(1) A $698.05 55,011.413 D" and indicates 758 shares are held indirectly by trust. The reporting person elected to defer the acquired shares as stock units under the Lilly Directors' Deferral Plan; those units will be settled in common stock following his separation from service. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest. The form was signed on 08/19/2025.

Positive

• Transaction disclosed transparently: The Form 4 provides clear details on the deferral election and indirect ownership.
• Deferral into stock units: The reporting person elected to defer compensation into stock units under the Lilly Directors' Deferral Plan, consistent with alignment of director incentives with shareholders.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation deferral reported; disclosure aligns with Section 16 requirements.

The Form 4 documents a director's election to defer compensation into stock units under the Lilly Directors' Deferral Plan, with settlement upon separation from service. This is a common practice for non-employee directors to defer cash fees into equity-like instruments. The filing clearly states an indirect holding of 758 shares via a trust and includes the required disclosure that the reporting person disclaims beneficial ownership except for pecuniary interest. There are no derivative transactions or unusual accelerations disclosed.

Securities Analyst

TL;DR: Transaction appears immaterial to company valuation; disclosure is procedural.

The entry lists an acquisition on 08/18/2025 recorded as deferred stock units at a price reference of $698.05, with settlement to occur after separation. The details provided are transactional and relate to director compensation mechanics rather than corporate events that would affect cash flow or operations. Ownership amounts reported (including 758 indirect shares) are modest relative to a public company of this size, and the report follows standard Section 16 reporting conventions.

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^*

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)
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		16.833(1)	A	$698.05	55,011.413	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	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 transaction did Ralph Alvarez report on Form 4 for LLY?

He reported a non-derivative acquisition on 08/18/2025 where shares were deferred as stock units under the Lilly Directors' Deferral Plan; the form was signed 08/19/2025.

How many shares does Ralph Alvarez indirectly own according to the filing?

The filing reports 758 shares held indirectly by a trust and includes a disclaimer of beneficial ownership except for pecuniary interest.

What does the filing say about settlement of the deferred units?

Deferred stock units will be settled in shares of common stock following the reporting person's separation from service, per the explanation of responses.

Is the reported transaction a derivative or non-derivative security?

It is a non-derivative security acquisition reported in Table I; Table II has no derivative entries.

Does the Form 4 indicate any sale or disposition of shares by Alvarez?

No sale or disposition is reported; the entry is marked as an acquisition and deferred into the Directors' Deferral Plan.