Eli Lilly (LLY) EVP Hernandez converts RSUs and disposes shares in Form 4

Rhea-AI Filing Summary

Eli Lilly and Company executive Edgardo Hernandez reported equity transactions involving company stock. On February 1, 2026, 3,572 restricted stock units converted into the same number of Eli Lilly common shares at $0 exercise price. On the same date, 1,591.452 common shares were disposed of at $1,037.15 per share.

After these transactions, Hernandez directly held 41,711.983 Eli Lilly common shares and indirectly held 871.94 shares through a 401(k) plan. Each restricted stock unit represents a contingent right to receive one Eli Lilly common share.

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^*

Hernandez Edgardo

(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., Mfg. Operations

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		3,572	A	$0	43,303.435	D
Common Stock	02/01/2026		F		1,591.452	D	$1,037.15	41,711.983	D
Common Stock								871.94	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	(1)	02/01/2026		M			3,572	02/01/2026	02/01/2026	Common Stock	3,572	$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 Edgardo Hernandez, 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 Edgardo Hernandez report?

Edgardo Hernandez reported equity transactions on February 1, 2026 involving Eli Lilly common stock. 3,572 restricted stock units were converted into common shares, and 1,591.452 common shares were disposed of at $1,037.15 per share on the same date.

How many Eli Lilly (LLY) shares did Edgardo Hernandez acquire from RSUs?

Hernandez acquired 3,572 Eli Lilly common shares through the conversion of restricted stock units. Each restricted stock unit represents a contingent right to receive one Eli Lilly common share, and all 3,572 units converted on February 1, 2026 at a $0 exercise price.

How many Eli Lilly (LLY) shares did Edgardo Hernandez dispose of in this Form 4?

Hernandez disposed of 1,591.452 Eli Lilly common shares on February 1, 2026. The reported transaction price was $1,037.15 per share, and the transaction is coded as “F” for the non-derivative common stock entry in the filing’s transaction table.

What is Edgardo Hernandez’s Eli Lilly (LLY) share ownership after the reported transactions?

Following the reported activity, Hernandez directly owned 41,711.983 Eli Lilly common shares. In addition, he indirectly held 871.94 Eli Lilly shares through a 401(k) plan, as shown in the holdings section of the Form 4 filing tables.

What derivative securities were involved in Edgardo Hernandez’s Eli Lilly (LLY) Form 4?

The Form 4 shows 3,572 restricted stock units as the derivative securities involved. These units converted into 3,572 Eli Lilly common shares on February 1, 2026 at a $0 exercise price, leaving zero restricted stock units beneficially owned afterward.

What role does Edgardo Hernandez hold at Eli Lilly (LLY) according to this filing?

According to the filing, Hernandez is an officer of Eli Lilly with the title “EVP & Pres., Mfg. Operations.” The Form 4 identifies him as a reporting person in this capacity, not as a director or 10% owner of the company’s common stock.