Eli Lilly Director Defers Pay Into 19.826 Shares; Form 4 Disclosure

Rhea-AI Filing Summary

Juan R. Luciano, a director of Eli Lilly & Co (LLY), reported a non-derivative acquisition on 09/15/2025. The filing shows an acquisition of 19.826 shares (reported with a price of $748.19 per share) and indicates 16,455.857 shares beneficially owned following the transaction in a direct ownership form. The filing explains these shares were deferred in lieu of cash compensation under the Lilly Directors' Deferral Plan and will be settled in common stock after the reporting person’s separation from service. The Form 4 was signed on behalf of Mr. Luciano on 09/17/2025 by an authorized filer.

Positive

• Transparent disclosure of the acquisition date, price, amount acquired, and resulting beneficial ownership
• Shares acquired via deferral under the Lilly Directors' Deferral Plan, aligning director compensation with shareholder interests

Negative

• None.

Insights

Financial Analyst

TL;DR: Director deferred cash to stock units equal to 19.826 shares at $748.19; post-transaction direct holdings 16,455.857 shares.

The transaction is a routine director deferral under the Lilly Directors' Deferral Plan, converting compensation into stock units that will be settled in shares upon separation from service. The filing provides clear quantities and price per share for the acquisition and reports direct beneficial ownership after the transaction. There is no indication of option exercise, derivative activity, or sale proceeds; the entry is administrative in nature and consistent with deferred compensation practices for directors.

Corporate Governance Expert

TL;DR: Governance action: director elected to defer cash compensation into equity; properly disclosed on Form 4.

The filing documents compliance with Section 16 reporting for an insider compensation deferral. The explanation clarifies the shares were deferred under the company’s Directors' Deferral Plan and will convert to common stock upon separation. Signature by an authorized representative is provided. The disclosure is straightforward with no indications of unusual related-party transactions or deviations from standard director compensation mechanics.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider LUCIANO JUAN R

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	19.826	$748.19	$15K

Holdings After Transaction: Common Stock — 16,455.857 shares (Direct)

Footnotes (1)

1. [object Object]

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^*

LUCIANO JUAN R

(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)
09/15/2025

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	09/15/2025		A		19.826(1)	A	$748.19	16,455.857	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 Juan R. Luciano, pursuant to authorization on file	09/17/2025
	** 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 Juan R. Luciano report on the LLY Form 4?

The filing reports an acquisition on 09/15/2025 of 19.826 shares at a price of $748.19, with 16,455.857 shares beneficially owned after the transaction.

Why were the shares acquired according to the Form 4 for LLY?

The shares were deferred in lieu of cash compensation under the Lilly Directors' Deferral Plan and will be settled in common stock after the reporting person’s separation from service.

What is the ownership form reported on the LLY Form 4?

The filing indicates direct (D) ownership following the reported transaction.

Who signed the Form 4 on behalf of Juan R. Luciano and when?

The Form 4 was signed by /s/ Jonathan Groff for Juan R. Luciano, pursuant to authorization on file on 09/17/2025.

Does the Form 4 report any derivative transactions for LLY?

No. Table II for derivative securities contains no reported transactions in this filing.