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

Eli Lilly director converts compensation into equity units worth $698.05/share

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

J. Erik Fyrwald, a director of Eli Lilly & Co. (LLY), reported acquiring 74,591.985 shares of the company's common stock on 08/18/2025 at a per-share price of $698.05. The filing states these shares were elected to be deferred in lieu of cash compensation under the Lilly Directors' Deferral Plan and will be settled in shares following the reporting person’s separation from service. The transaction is reported as an acquisition of non-derivative common stock via Code A (acquisition).

Positive

  • Director converted compensation into equity, which aligns the reporting person's interests with long-term shareholders
  • Clear numeric disclosure of shares (74,591.985) and per-share value ($698.05) enables investor assessment of insider exposure

Negative

  • No material negative events disclosed in this Form 4; transaction reflects a compensation deferral rather than a sale

Insights

TL;DR: Director deferred compensation into company stock, aligning long-term interests with shareholders.

The reporting indicates a director elected to convert director cash compensation into equity units under the company's deferral plan rather than receiving cash. These units represent a meaningful number of shares (74,591.985) and will convert to common stock upon separation from service, which preserves retention incentives and enhances alignment with shareholder outcomes. The disclosure is routine for executive/director compensation elections and contains no indications of stock sales or hedging.

TL;DR: Large notional equity accrual disclosed; transaction is compensatory, not an open-market purchase.

The Form 4 reports a substantial accumulation of common stock units acquired through a director deferral plan at a reported per-share value of $698.05. Because the units are deferred compensation to be settled in shares after separation, this is an internal compensation election rather than an immediate market purchase, limiting near-term market liquidity impact. The filing includes clear numeric disclosure of shares and per-share price, allowing investors to quantify the director's equity exposure.

Insider Fyrwald J Erik
Role Director
Type Security Shares Price Value
Grant/Award Common Stock 14.206 $698.05 $10K
Holdings After Transaction: Common Stock — 74,591.985 shares (Direct)
Footnotes (1)
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Form 4 Insider Transactions: What Each Field Means →
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*
Fyrwald J Erik
(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 14.206(1) A $698.05 74,591.985 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 J. Erik Fyrwald, 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.

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did Eli Lilly director J. Erik Fyrwald report on Form 4?

The director reported acquiring 74,591.985 shares of common stock via a compensation deferral election on 08/18/2025 at a per-share price of $698.05.

Was the reported transaction a market purchase or part of a deferral plan?

The shares were acquired under the Lilly Directors' Deferral Plan in lieu of cash compensation and will be settled in shares after separation from service.

Does the Form 4 show any sales or derivative transactions by the reporting person?

No. The filing reports a non-derivative acquisition of common stock and does not disclose any sales or derivative transactions.

How many shares will the reporting person beneficially own after the transaction?

The Form 4 reports 74,591.985 shares acquired; the filing presents that amount as the reporting person's beneficial ownership following the transaction.

Who signed the Form 4 on behalf of the reporting person?

The form is signed by Jonathan Groff for J. Erik Fyrwald, pursuant to authorization on file, as the signature block indicates.