Eli Lilly (NYSE: LLY) CFO converts RSUs and withholds shares for tax obligations

Rhea-AI Filing Summary

Eli Lilly & Co EVP & CFO Montarce Lucas reported equity award activity involving company stock. Lucas exercised or converted 368 restricted stock units, receiving the same number of Eli Lilly common shares. To cover tax obligations, 159.733 common shares were disposed of in a tax-withholding transaction at $1040 per share, leaving 16,258.473 common shares owned directly after these transactions.

Insider Trade Summary

368 shares exercised/converted

Mixed 3 txns

Insider Montarce Lucas

Role EVP & CFO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	368	$0.00	--
Exercise	Common Stock	368	$0.00	--
Tax Withholding	Common Stock	159.733	$1,040.00	$166K

Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct); Common Stock — 16,418.206 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^*

Montarce Lucas

(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 & CFO

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		368	A	$0	16,418.206	D
Common Stock	02/16/2026		F		159.733	D	$1,040	16,258.473	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			368	02/16/2026	02/16/2026	Common Stock	368	$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 Lucas E. Montarce, 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.
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) CFO Montarce Lucas report in this Form 4?

Montarce Lucas reported exercising 368 restricted stock units into Eli Lilly common stock and a related tax-withholding share disposition. These transactions adjusted his direct holdings but reflect equity award mechanics rather than open-market buying or selling.

How many Eli Lilly (LLY) restricted stock units did the CFO convert?

The CFO converted 368 restricted stock units into 368 Eli Lilly common shares. Each restricted stock unit represented a contingent right to receive one share of common stock, and this transaction reflects the settlement of that equity award.

How many Eli Lilly (LLY) shares were used for tax withholding?

A total of 159.733 Eli Lilly common shares were disposed of in a tax-withholding transaction. The shares were valued at $1040 per share for this purpose, satisfying tax obligations tied to the equity award conversion.

What is Montarce Lucas’s direct Eli Lilly (LLY) share ownership after these transactions?

After these transactions, Montarce Lucas directly held 16,258.473 Eli Lilly common shares. This figure reflects both the receipt of shares from restricted stock unit conversion and the shares withheld for taxes in the same reporting period.

Were these Eli Lilly (LLY) transactions open-market purchases or sales?

No, the Form 4 shows a derivative exercise/conversion and a tax-withholding disposition, not open-market trading. Shares were received from restricted stock units and some were withheld to cover tax liabilities at a stated price of $1040 per share.