Eli Lilly (NYSE: LLY) EVP exercises RSUs, disposes shares for tax

Rhea-AI Filing Summary

Eli Lilly & Co executive Kenneth L. Custer reported routine equity transactions. On February 16, he exercised 207 restricted stock units, receiving 207 shares of common stock at no cost. On the same date, 91.311 shares were disposed of at $1,040 per share to satisfy tax withholding obligations, leaving him with 10,140.544 directly owned shares.

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^*

Custer Kenneth L.

(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 & President, Card Met Hlth

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2026

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	02/16/2026		M		207	A	$0	10,231.855	D
Common Stock	02/16/2026		F		91.311	D	$1,040	10,140.544	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
Restricted Stock Unit	(1)	02/16/2026		M			207	02/16/2026	02/16/2026	Common Stock	207	$0	0	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Eli Lilly and Company common stock.

Remarks:

	/s/ Jonathan Groff for Kenneth Custer, pursuant to authorization on file	02/18/2026
	** 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.
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FAQ

What did Eli Lilly (LLY) executive Kenneth L. Custer report in this Form 4?

Kenneth L. Custer reported exercising 207 restricted stock units into 207 Eli Lilly common shares. He also recorded a related tax-withholding share disposition, reflecting routine equity compensation activity rather than an open-market purchase or sale of stock.

How many Eli Lilly (LLY) shares did Kenneth L. Custer acquire and dispose of?

He acquired 207 shares of Eli Lilly common stock through restricted stock unit conversion and disposed of 91.311 shares. The disposition was reported as payment of tax liability using shares, rather than a discretionary open-market sale.

What price was used for Kenneth L. Custer’s tax-withholding share disposition at Eli Lilly (LLY)?

The tax-withholding disposition was reported at $1,040.00 per Eli Lilly share. This price was used to value the 91.311 shares delivered to satisfy tax obligations arising from the restricted stock unit conversion.

How many Eli Lilly (LLY) shares does Kenneth L. Custer own after these transactions?

After these transactions, Kenneth L. Custer beneficially owns 10,140.544 Eli Lilly common shares directly. This balance reflects both the 207 shares received from restricted stock units and the 91.311 shares disposed of for tax withholding.

Were Kenneth L. Custer’s Eli Lilly (LLY) transactions open-market buys or sells?

The Form 4 shows no open-market buys or sells. It reports an exercise or conversion of restricted stock units and a tax-withholding disposition, where shares were delivered to cover tax liabilities, a common feature of equity compensation plans.