LLY director Ralph Alvarez adds Eli Lilly shares via equity compensation

Rhea-AI Filing Summary

Eli Lilly & Co. director Ralph Alvarez reported acquiring additional common stock in the company. On 11/17/2025, he acquired 11.5 shares and 215.327 shares of Eli Lilly common stock at a price of $1,021.7 per share in two separate transactions. Following these transactions, Alvarez directly beneficially owns 55,378.773 shares of common stock and indirectly owns 758 shares through a trust. Some of the acquired shares were deferred as stock units under the Lilly Directors' Deferral Plan, to be settled in common stock after he separates from board service, aligning a portion of his director compensation with the company’s equity performance.

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

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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)
11/17/2025

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	11/17/2025		A		11.5(1)	A	$1,021.7	55,163.446	D
Common Stock	11/17/2025		A		215.327	A	$1,021.7	55,378.773	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 reported as acquired in this row 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	11/18/2025
	** 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 Eli Lilly (LLY) director Ralph Alvarez report in this Form 4?

Ralph Alvarez, a directorEli Lilly & Co. (LLY), reported acquiring additional shares of the company’s common stock on 11/17/2025, including amounts deferred as stock units under the Lilly Directors' Deferral Plan.

How many Eli Lilly (LLY) shares did Ralph Alvarez acquire?

On 11/17/2025, Ralph Alvarez acquired 11.5 shares and 215.327 shares of Eli Lilly common stock in two separate transactions reported in Table I.

What price did Ralph Alvarez pay for the newly acquired Eli Lilly (LLY) shares?

The Form 4 reports that the common stock transactions for Ralph Alvarez were executed at a price of $1,021.7 per share.

How many Eli Lilly (LLY) shares does Ralph Alvarez beneficially own after these transactions?

After the reported transactions, Ralph Alvarez beneficially owns 55,378.773 shares of Eli Lilly common stock directly and 758 shares indirectly through a trust.

What is the Lilly Directors' Deferral Plan mentioned in the filing?

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

Does Ralph Alvarez claim full beneficial ownership of all reported Eli Lilly (LLY) securities?

No. The filing states that the reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest in them.

Are any of Ralph Alvarez’s Eli Lilly (LLY) holdings held indirectly?

Yes. The Form 4 reports that 758 shares of Eli Lilly common stock are held indirectly by a trust, with the nature of ownership described as “By Trust.”