Eli Lilly director receives deferred stock award

ELI LILLY & Co director Gabrielle Sulzberger received a stock award equivalent to 5.018 shares of common stock, valued at $988.09 per share.

Rhea-AI Filing Summary

ELI LILLY & Co director Gabrielle Sulzberger received a stock award equivalent to 5.018 shares of common stock, valued at $988.09 per share. The award was not a market purchase but a grant reported as an acquisition.

According to the disclosure, Sulzberger elected to defer this compensation into stock units under the Lilly Directors' Deferral Plan, instead of taking cash. These stock units will be settled in shares of common stock after her separation from service. Following this grant, her directly held and reported common stock interest totals 2,986.617 shares.

Insider Trade Summary

Grant/Award: 5.018 shares

Grant/Award 1 txn

Insider Sulzberger Gabrielle

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5.018	$988.09	$5K

Holdings After Transaction: Common Stock — 2,986.617 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

Shares granted: 5.018 shares Grant price: $988.09 per share Post-transaction holdings: 2,986.617 shares +1 more

4 metrics

Shares granted 5.018 shares Director stock award on 2026-05-18

Grant price $988.09 per share Value used for stock award

Post-transaction holdings 2,986.617 shares Directly held common stock after award

Transaction date 2026-05-18 Date of stock award grant

Key Terms

Lilly Directors' Deferral Plan, stock units, separation from service, Grant, award, or other acquisition

4 terms

Lilly Directors' Deferral Plan financial

"deferred in lieu of cash compensation as stock units under the Lilly Directors' Deferral Plan"

stock units financial

"deferred in lieu of cash compensation as stock units under the Lilly Directors' Deferral Plan"

Stock units are individual pieces of ownership in a company, like slices of a pie that together make up the whole business. They matter to investors because each unit represents a claim on the company’s assets, profits and sometimes voting power, and changes in the number or value of these units affect ownership percentages, potential dividends and share dilution — all of which influence an investment’s worth.

separation from service financial

"will be settled in shares of common stock following the reporting person's separation from service"

Grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Eli Lilly (LLY) director Gabrielle Sulzberger report in this Form 4?

Gabrielle Sulzberger reported receiving a grant equivalent to 5.018 shares of Eli Lilly common stock at $988.09 per share. This is a compensation award, not an open-market purchase, and increases her reported direct holdings to 2,986.617 shares.

Was the Gabrielle Sulzberger transaction in Eli Lilly (LLY) an open-market buy or a grant?

The transaction was a grant or award acquisition, coded “A,” rather than an open-market buy. It reflects stock-based compensation provided to Sulzberger as a director, reported as 5.018 shares at $988.09 per share under Eli Lilly’s compensation arrangements.

How many Eli Lilly (LLY) shares does Gabrielle Sulzberger hold after this award?

After the reported award, Gabrielle Sulzberger’s direct reported holdings total 2,986.617 shares of Eli Lilly common stock. This figure includes the 5.018-share equivalent grant disclosed, as shown in the Form 4’s post-transaction ownership column.

How is Gabrielle Sulzberger’s Eli Lilly (LLY) director compensation structured in this filing?

In this filing, Sulzberger elected to defer director compensation into stock units under the Lilly Directors' Deferral Plan. The deferred 5.018-share equivalent will be settled in Eli Lilly common stock after her separation from service, rather than being paid immediately in cash.

What does the Lilly Directors' Deferral Plan mean for Sulzberger’s Eli Lilly (LLY) award?

Under the Lilly Directors' Deferral Plan, Sulzberger’s 5.018-share equivalent award is credited as stock units instead of cash. These stock units track Eli Lilly common stock and will be settled in actual shares when she separates from board service.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/19/2026 - 04:19 PM Learn about SEC filing dates

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^*

Sulzberger Gabrielle

(Last) (First) (Middle)

LILLY CORPORATE CENTER

(Street)

INDIANAPOLIS INDIANA 46285

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/18/2026		A		5.018(1)	A	$988.09	2,986.617	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 Gabrielle Sulzberger, pursuant to authorization on file	05/19/2026
	** 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.
* Form 4: SEC 1474 (03-26)