Director defers ELI LILLY (LLY) fees into stock units award

Rhea-AI Filing Summary

ELI LILLY & Co director Gabrielle Sulzberger reported an equity award under the company’s director compensation program. On the reported date, she acquired 4.786 shares of common stock at a reference price of $1,036.05 per share through a grant or award transaction.

According to the footnote, she elected to defer this compensation into stock units under the Lilly Directors' Deferral Plan, to be settled in common shares after she separates from service. Following this award, her directly held common stock balance reported in this filing is 2,966.222 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^*

Sulzberger Gabrielle

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		A		4.786(1)	A	$1,036.05	2,966.222	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. At the election of the reporting person, the shares acquired pursuant to this filing have been deferred in lieu of cash compensation as stock units under the Lilly Directors' Deferral Plan and will be settled in shares of common stock following the reporting person's separation from service.

Remarks:

	/s/ Jonathan Groff for Gabrielle Sulzberger, 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).
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FAQ

What insider transaction did Eli Lilly (LLY) report for Gabrielle Sulzberger?

Eli Lilly reported that director Gabrielle Sulzberger acquired 4.786 shares of common stock through a grant or award. This equity compensation was taken in stock units instead of cash fees under the Lilly Directors' Deferral Plan and is scheduled to settle in shares later.

How many Eli Lilly (LLY) shares does Gabrielle Sulzberger hold after this Form 4?

After the reported grant, Gabrielle Sulzberger is shown as directly holding 2,966.222 Eli Lilly common shares. This figure reflects her position following the 4.786-share award disclosed, providing an updated snapshot of her reported ownership stake as a company director.

What price per share is referenced in Gabrielle Sulzberger’s Eli Lilly (LLY) stock award?

The Form 4 lists a reference price of $1,036.05 per share for the 4.786 Eli Lilly common shares granted. This price helps indicate the notional value of the non-cash director compensation received through the equity award and deferral arrangement described.

What is the Lilly Directors' Deferral Plan mentioned in the Gabrielle Sulzberger Form 4?

The Lilly Directors' Deferral Plan allows directors to defer cash compensation into stock units instead of receiving immediate cash. In this filing, Gabrielle Sulzberger elected deferral, so the award will be settled in Eli Lilly common stock after she separates from board service.

When will Gabrielle Sulzberger’s deferred Eli Lilly (LLY) stock units be settled?

The filing states that the stock units acquired in this transaction will be settled in Eli Lilly common shares after Gabrielle Sulzberger’s separation from service as a director. This means she receives the underlying shares at the end of her board tenure.

Is Gabrielle Sulzberger’s Eli Lilly (LLY) Form 4 a buy or a grant?

The transaction is classified as a grant, award, or other acquisition rather than an open-market purchase. The Form 4 uses transaction code “A” and describes the event as a grant/award acquisition tied to director compensation, deferred into stock units under a company plan.