LLY Form 4 shows director Mary Lynne Hedley boosting share stake

Rhea-AI Filing Summary

Eli Lilly and Company director Mary Lynne Hedley reported acquiring additional common stock of LLY. On 11/17/2025, she acquired 9.706 shares of common stock and a separate 215.327-share award, both shown as acquisitions. The filing shows she beneficially owns 2,240.861 shares directly after these transactions, plus 98 shares held indirectly by a trust. According to the disclosure, the shares in one row were deferred in lieu of cash compensation into stock units under the Lilly Directors' Deferral Plan and will be settled in common stock after she separates from service.

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^*

Hedley Mary Lynne

(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		9.706(1)	A	$1,021.7	2,025.534	D
Common Stock	11/17/2025		A		215.327	A	$1,021.7	2,240.861	D
Common Stock								98	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 the reporting person's pecuniary interest therein, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

Remarks:

	/s/ Jonathan Groff for Mary Lynne Hedley, pursuant to the 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 Mary Lynne Hedley report in this Form 4?

Director Mary Lynne Hedley reported acquiring additional Eli Lilly (LLY) common stock on 11/17/2025, increasing both her direct and indirect beneficial ownership positions.

How many Eli Lilly (LLY) shares did Mary Lynne Hedley acquire on 11/17/2025?

On 11/17/2025, she acquired 9.706 shares of Eli Lilly common stock in one transaction and an additional 215.327 shares in a separate transaction, both reported as acquisitions.

What is Mary Lynne Hedley’s total beneficial ownership of Eli Lilly (LLY) shares after the reported transactions?

After the reported transactions, she beneficially owns 2,240.861 shares of Eli Lilly common stock directly and 98 shares indirectly through a trust.

What is the Lilly Directors' Deferral Plan mentioned in the Form 4?

The filing explains that some shares were deferred in lieu of cash compensation as stock units under the Lilly Directors' Deferral Plan and will be settled in Eli Lilly common stock after the director’s separation from service.

Does Mary Lynne Hedley claim full beneficial ownership of all reported Eli Lilly (LLY) securities?

No. The filing states that she disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest, including those held indirectly by a trust.

What is Mary Lynne Hedley’s relationship to Eli Lilly (LLY)?

She is identified in the filing as a director of Eli Lilly and Company (LLY), with the Form 4 marked as being filed by one reporting person.