Eli Lilly & Co. (NYSE: LLY) director reports 11.062 deferred stock units

Rhea-AI Filing Summary

Eli Lilly & Co. director Ralph Alvarez reported acquiring 11.062 shares of Eli Lilly common stock on 12/15/2025 at a price of $1,062.19 per share. According to the filing, these shares were credited as stock units under the Lilly Directors' Deferral Plan in lieu of cash compensation and will be settled in shares of common stock after he separates from service as a director.

After this transaction, Alvarez beneficially owned 55,467.718 shares of Eli Lilly common stock directly and 758 shares indirectly through a trust, with the indirect ownership reported only to the extent of his pecuniary 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)
12/15/2025

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	12/15/2025		A		11.062(1)	A	$1,062.19	55,467.718	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	12/16/2025
	** 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 transaction did Eli Lilly (LLY) report for director Ralph Alvarez?

The company reported that director Ralph Alvarez acquired 11.062 shares of Eli Lilly common stock on 12/15/2025 at a price of $1,062.19 per share. The acquisition is reported as an "A" code transaction, indicating an acquisition of securities.

How many Eli Lilly (LLY) shares does Ralph Alvarez own after this transaction?

Following the reported transaction, Ralph Alvarez beneficially owned 55,467.718 Eli Lilly shares directly and 758 shares indirectly through a trust.

What is the Lilly Directors' Deferral Plan mentioned in the filing for Eli Lilly (LLY)?

The filing explains that, at Alvarez's election, the shares acquired were deferred as stock units under the Lilly Directors' Deferral Plan instead of receiving cash compensation. These stock units will be settled in Eli Lilly common stock after his separation from service as a director.

How were the Eli Lilly (LLY) shares acquired by Ralph Alvarez treated for compensation purposes?

The filing states that the shares were acquired in lieu of cash compensation, with the value credited as stock units under the Lilly Directors' Deferral Plan, to be settled later in shares of common stock.

What is Ralph Alvarez's relationship to Eli Lilly (LLY) according to the filing?

The report identifies Ralph Alvarez as a director of Eli Lilly & Co. It does not mark him as a 10% owner or list any officer title on this form.

How is the indirect ownership of Eli Lilly (LLY) shares by Ralph Alvarez reported?

The filing shows 758 Eli Lilly shares held indirectly through a trust. It also states that Alvarez disclaims beneficial ownership of these securities except to the extent of his pecuniary interest in them.