Eli Lilly (NYSE: LLY) CEO exercises 31,932 RSUs, reports share disposal

Rhea-AI Filing Summary

Eli Lilly President, Chair, and CEO David A. Ricks reported equity award activity involving company stock on February 1, 2026. He exercised 31,932 restricted stock units, receiving the same number of Eli Lilly common shares at an exercise price of $0 per share.

On the same date, he disposed of 14,296.654 common shares at $1,037.15 per share, leaving 532,801.513 common shares held directly after the reported transactions. Additional indirect holdings are reported through several trusts, GRATs, a SLAT, and a 401(k) plan, with beneficial ownership disclaimed except to the extent of his pecuniary interest.

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^*

Ricks David A

(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
X	Officer (give title below)		Other (specify below)
	President, Chair, and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

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	02/01/2026		M		31,932	A	$0	547,098.167	D
Common Stock	02/01/2026		F		14,296.654	D	$1,037.15	532,801.513	D
Common Stock								6,685	I(1)	By David A. Ricks 2025 GRAT
Common Stock								54,117	I	By David A. Ricks 2022 GRAT
Common Stock								300	I(1)	By Trust
Common Stock								68,656	I(1)	By David A. Ricks SLAT
Common Stock								7,311.26	I	401(k)

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	(2)	02/01/2026		M			31,932	02/01/2026	02/01/2026	Common Stock	31,932	$0	0	D

Explanation of Responses:

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

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

Remarks:

	/s/ Jonathan Groff for David A. Ricks, pursuant to authorization on file	02/03/2026
	** 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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Eli Lilly (LLY) CEO David A. Ricks report?

David A. Ricks reported exercising 31,932 restricted stock units into Eli Lilly common stock on February 1, 2026. He also reported a related disposition of 14,296.654 common shares, with 532,801.513 common shares held directly after the transactions, plus additional indirect holdings through various trusts and a 401(k).

How many Eli Lilly (LLY) RSUs did David A. Ricks convert to common stock?

He converted 31,932 restricted stock units into 31,932 shares of Eli Lilly common stock at an exercise price of $0 per share. Each restricted stock unit represented a contingent right to receive one share of common stock, according to the filing’s explanatory footnote.

What share disposition did David A. Ricks report for Eli Lilly (LLY)?

He reported a disposition of 14,296.654 shares of Eli Lilly common stock on February 1, 2026, at a price of $1,037.15 per share, labeled with transaction code “F.” After this disposition, his directly held common stock position was 532,801.513 shares.

How many Eli Lilly (LLY) shares does David A. Ricks hold directly after the Form 4?

Following the reported February 1, 2026 transactions, David A. Ricks directly holds 532,801.513 shares of Eli Lilly common stock. The filing also lists several indirect positions through GRATs, a SLAT, another trust, and a 401(k) plan, with beneficial ownership disclaimed except for pecuniary interest.

What indirect Eli Lilly (LLY) holdings are associated with David A. Ricks?

Indirect holdings include 6,685 shares via the David A. Ricks 2025 GRAT, 54,117 shares via the 2022 GRAT, 300 shares via a trust, 68,656 shares via the David A. Ricks SLAT, and 7,311.26 shares through a 401(k) plan, all reported with a beneficial ownership disclaimer.

What does the Form 4 footnote say about David A. Ricks’s beneficial ownership of Eli Lilly (LLY) shares?

The footnote states that David A. Ricks disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest. It also clarifies that each restricted stock unit represents a contingent right to receive one share of Eli Lilly and Company common stock.