Eli Lilly (LLY) oncology EVP receives 4,865.888-share stock award

Rhea-AI Filing Summary

Eli Lilly executive Jacob Van Naarden, EVP and President of LLY Oncology & Head of Corporate Business Development, acquired 4,865.888 shares of Eli Lilly common stock on February 9, 2026 through a grant or award at $1,044.67 per share. Following this award, he directly holds 26,626.498 common shares. He also has indirect holdings of 4,342 shares through the Van Naarden Family Trust and 5,302 shares through a spousal lifetime access trust. The transactions are reported with a disclaimer that he only beneficially owns the securities to the extent of his pecuniary interest, and a footnote explains a February 5, 2026 transfer of 5,302 spouse-held shares into the spousal lifetime access trust, including 1,000 shares previously misreported as directly held.

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

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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^*

Van Naarden Jacob

(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,Pres LLY Oncology&HdCorpBD

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

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	02/09/2026		A		4,865.888	A	$1,044.67	26,626.498	D
Common Stock								4,342	I	Van Naarden Family Trust(1)
Common Stock								5,302(2)	I	By SLAT(1)

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. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

2. On February 5, 2026, the Reporting Person's spouse transferred 5,302 shares of Eli Lilly and Company common stock to a spousal lifetime access trust, of which the Reporting Person is the trustee and a beneficiary. The transfer included 1,000 spouse-held shares previously reported as directly held due to an administrative error.

Remarks:

	/s/ Jonathan Groff for Jacob Van Naarden, pursuant to authorization on file	02/11/2026
	** 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 insider transaction did Eli Lilly (LLY) report for Jacob Van Naarden?

Eli Lilly reported that EVP Jacob Van Naarden acquired 4,865.888 shares of common stock on February 9, 2026 via a grant or award. This increased his directly held stake to 26,626.498 shares, according to the Form 4 filing details.

At what price was Jacob Van Naarden’s Eli Lilly (LLY) stock grant recorded?

The stock grant to Jacob Van Naarden was recorded at $1,044.67 per share. The Form 4 describes the transaction as a grant, award, or other acquisition of 4,865.888 Eli Lilly common shares on February 9, 2026.

How many Eli Lilly (LLY) shares does Jacob Van Naarden own directly after the grant?

After the February 9, 2026 grant, Jacob Van Naarden directly holds 26,626.498 Eli Lilly common shares. This figure reflects his direct ownership reported in Table I of the Form 4 insider transaction statement.

What indirect Eli Lilly (LLY) share holdings are reported for Jacob Van Naarden?

The filing reports 4,342 Eli Lilly shares held indirectly through the Van Naarden Family Trust and 5,302 shares held indirectly via a spousal lifetime access trust. These positions are listed as indirect beneficial ownership in the Form 4.

What does the spousal lifetime access trust footnote say in the Eli Lilly (LLY) filing?

The footnote states that on February 5, 2026, Van Naarden’s spouse transferred 5,302 Eli Lilly shares to a spousal lifetime access trust, where he is trustee and beneficiary. It notes 1,000 of those shares were previously misreported as directly held.

Does Jacob Van Naarden fully claim beneficial ownership of all reported Eli Lilly (LLY) shares?

No. The filing states he disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest. This standard disclaimer limits how much of the indirectly held trust shares he is treated as beneficially owning.