Tax adjustment boosts Eli Lilly (LLY) executive’s reported share stake

Rhea-AI Filing Summary

Eli Lilly executive insider filing shows a corrected share adjustment. On February 9, 2026, the reporting officer (EVP & CIDO) is shown as having acquired 4,599.164 shares of Eli Lilly common stock at $1,044.67 per share. After this adjustment, the executive directly owns 26,396.534 shares. The accompanying note explains this amended Form 4 corrects an earlier over-withholding of shares for tax obligations caused by an administrative error.

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^*

Rau Diogo

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & CIDO

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/11/2026

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

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

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	02/09/2026		A		4,599.164(1)	A	$1,044.67	26,396.534	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. This amendment to the Form 4 is being filed to report an adjustment of shares withheld from the Reporting Person to cover tax obligations, which amount was previously over-withheld due to an administrative error.

Remarks:

	/s/ Jonathan Groff for Diogo Rau, pursuant to authorization on file	02/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Eli Lilly (LLY) report in this Form 4/A?

The filing reports an executive acquisition of 4,599.164 Eli Lilly common shares at $1,044.67 each. This results from correcting an earlier over-withholding of shares for tax obligations, rather than a new open-market purchase.

How many Eli Lilly (LLY) shares does the executive own after this amendment?

After the reported adjustment, the executive directly owns 26,396.534 shares of Eli Lilly common stock. This reflects the corrected share count following reversal of an over-withholding related to tax obligations, as described in the filing’s explanatory footnote.

Why was this Eli Lilly (LLY) Form 4/A amendment filed?

The amendment was filed to correct the number of shares previously withheld to cover the executive’s tax obligations. The company states that the prior amount was over-withheld due to an administrative error, requiring this updated share figure.

What was the reported price for the Eli Lilly (LLY) insider share acquisition?

The insider transaction shows an acquisition price of $1,044.67 per share for 4,599.164 Eli Lilly common shares. This price appears in the non-derivative securities table as part of the corrected tax withholding adjustment.

What is the executive’s role at Eli Lilly (LLY) in this Form 4/A?

The reporting person is identified as an officer of Eli Lilly with the title “EVP & CIDO.” This executive role is disclosed in the relationship section, confirming the filer as a senior corporate insider subject to Section 16 reporting.