Deferred stock grant boosts Eli Lilly (LLY) director Luciano’s holdings

Rhea-AI Filing Summary

ELI LILLY & Co director Juan R. Luciano reported an acquisition of 15.363 shares of common stock at $1,036.05 per share through a grant or award. At his election, this compensation was deferred into stock units under the Lilly Directors' Deferral Plan and will be settled in shares after his separation from service. Following this award, he directly owns 16,772.019 shares of common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider LUCIANO JUAN R

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	15.363	$1,036.05	$16K

Holdings After Transaction: Common Stock — 16,772.019 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

LUCIANO JUAN R

(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		15.363(1)	A	$1,036.05	16,772.019	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 Juan R. Luciano, 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).
** 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 does Eli Lilly (LLY) director Juan R. Luciano’s latest Form 4 report?

The Form 4 reports that director Juan R. Luciano acquired 15.363 shares of Eli Lilly common stock as a grant or award. He elected to defer this compensation into stock units under the Lilly Directors' Deferral Plan, to be settled in shares after he leaves board service.

How many Eli Lilly (LLY) shares were granted to Juan R. Luciano and at what price?

Juan R. Luciano was granted 15.363 shares of Eli Lilly common stock at a price of $1,036.05 per share. This was reported as a grant, award, or other acquisition rather than an open-market purchase, and it increased his directly owned common stock holdings.

Is Juan R. Luciano’s Eli Lilly (LLY) Form 4 transaction an open-market stock purchase?

No, the transaction is reported with code A, indicating a grant, award, or other acquisition of 15.363 Eli Lilly common shares. It reflects equity-based compensation that Luciano elected to defer into stock units instead of taking cash, not an open-market buy order.

How does the Lilly Directors' Deferral Plan affect Juan R. Luciano’s new LLY shares?

Luciano elected to defer the shares acquired into stock units under the Lilly Directors' Deferral Plan. These stock units represent deferred compensation and will be settled in actual Eli Lilly common shares after he separates from service as a director, according to the footnote.

What is Juan R. Luciano’s Eli Lilly (LLY) share ownership after this Form 4 grant?

After this reported grant, Luciano directly owns 16,772.019 shares of Eli Lilly common stock. The 15.363 shares associated with this filing were acquired as a director compensation award and deferred into stock units, while the total reflects his direct ownership following the transaction.