Eli Lilly (LLY) EVP Van Naarden converts RSUs and withholds shares

Rhea-AI Filing Summary

Eli Lilly executive Jacob Van Naarden, EVP and President of LLY Oncology & Head of Corporate Business Development, reported equity movements in Eli Lilly common stock. On February 1, 2026, 4,108 restricted stock units were converted into the same number of common shares at an exercise price of $0, bringing his directly held common stock to 24,669.985 shares.

On the same date, 1,909.375 shares of common stock were withheld at a price of $1,037.15 per share, typically for tax obligations, leaving him with 22,760.61 shares of Eli Lilly common stock held directly. Separately, 4,342 shares are held indirectly through the Van Naarden Family Trust and 4,302 shares are held indirectly by his spouse. The reporting person disclaims beneficial ownership of these securities 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

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)
02/01/2026

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		4,108	A	$0	24,669.985	D
Common Stock	02/01/2026		F		1,909.375	D	$1,037.15	22,760.61	D
Common Stock								4,342	I	Van Naarden Family Trust(1)
Common Stock								4,302	I	By spouse(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
Restricted Stock Unit	(2)	02/01/2026		M			4,108	02/01/2026	02/01/2026	Common Stock	4,108	$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 Jacob Van Naarden, 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.
* 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) executive Jacob Van Naarden report?

Jacob Van Naarden reported the vesting of 4,108 restricted stock units into Eli Lilly common shares. These units converted at an exercise price of $0 on February 1, 2026, reflecting routine equity compensation becoming directly held stock.

How many Eli Lilly (LLY) shares does Jacob Van Naarden hold directly after this Form 4?

After the reported transactions, Jacob Van Naarden directly holds 22,760.61 Eli Lilly common shares. This follows the conversion of 4,108 restricted stock units and the withholding of 1,909.375 shares, typically for tax obligations, on February 1, 2026.

What does the share withholding at $1,037.15 in the Eli Lilly (LLY) Form 4 represent?

The 1,909.375 Eli Lilly shares withheld at $1,037.15 per share reflect shares used to cover obligations, commonly taxes. This withholding reduced Jacob Van Naarden’s directly held shares from 24,669.985 to 22,760.61 after the RSU conversion.

What happened to Jacob Van Naarden’s restricted stock units in this Eli Lilly (LLY) filing?

4,108 restricted stock units were exercised and converted into 4,108 Eli Lilly common shares at a $0 exercise price. Following this transaction, the number of restricted stock units reported as beneficially owned dropped to zero, indicating full settlement of that grant.

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

The filing shows 4,342 Eli Lilly shares held by the Van Naarden Family Trust and 4,302 shares held by his spouse. These are reported as indirect ownership, and he disclaims beneficial ownership except to the extent of his pecuniary interest.

What is Jacob Van Naarden’s role at Eli Lilly (LLY) mentioned in the Form 4?

Jacob Van Naarden is reported as EVP, President LLY Oncology & Head of Corporate Business Development. This senior leadership position explains why his equity transactions in Eli Lilly common stock require public reporting under Section 16 rules.