Eli Lilly (LLY) EVP Ilya Yuffa reports RSU vesting and tax share withholding

Rhea-AI Filing Summary

Eli Lilly executive Ilya Yuffa reported equity compensation activity involving company stock. On February 1, 2026, 3,394 restricted stock units converted into an equal number of Eli Lilly common shares at an exercise price of $0, reflecting a standard vesting event.

On the same date, 1,512.364 shares of common stock were disposed of at $1,037.15 per share in a transaction coded “F,” indicating shares withheld to cover taxes related to the vesting. After these transactions, Yuffa directly owned 28,141.607 Eli Lilly common 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^*

Yuffa Ilya

(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 USA&Global Capab

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		3,394	A	$0	29,653.971	D
Common Stock	02/01/2026		F		1,512.364	D	$1,037.15	28,141.607	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
Restricted Stock Unit	(1)	02/01/2026		M			3,394	02/01/2026	02/01/2026	Common Stock	3,394	$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 Ilya Yuffa, 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).
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FAQ

What did Eli Lilly (LLY) executive Ilya Yuffa report in this Form 4?

Ilya Yuffa reported the vesting of 3,394 restricted stock units into Eli Lilly common shares and a related tax withholding transaction. These moves are part of equity compensation and changed his directly held stake to 28,141.607 common shares after the reported activity.

How many Eli Lilly (LLY) shares did Ilya Yuffa acquire through RSU vesting?

Ilya Yuffa acquired 3,394 Eli Lilly common shares when an equal number of restricted stock units vested at an exercise price of $0. Each restricted stock unit represents a contingent right to receive one share of common stock upon vesting, as described in the filing footnote.

Why were some Eli Lilly (LLY) shares disposed of in Ilya Yuffa’s Form 4?

The filing shows 1,512.364 Eli Lilly shares disposed of in a transaction coded “F,” meaning shares were withheld to satisfy tax obligations from the RSU vesting. This is a common administrative step, not an open-market sale initiated for portfolio or valuation reasons.

What is Ilya Yuffa’s position and relationship to Eli Lilly (LLY)?

Ilya Yuffa is an officer of Eli Lilly, serving as Executive Vice President and President, Lilly USA & Global Capabilities. He is not listed as a director or 10% owner in this Form 4, but he is considered an insider subject to Section 16 reporting requirements.

How many Eli Lilly (LLY) shares does Ilya Yuffa own after these transactions?

After the reported vesting and tax withholding, Ilya Yuffa directly owns 28,141.607 Eli Lilly common shares. This figure reflects his updated beneficial ownership following the conversion of 3,394 restricted stock units and the withholding of 1,512.364 shares for taxes.

What does the restricted stock unit footnote mean in this Eli Lilly (LLY) Form 4?

The footnote explains that each restricted stock unit represents a contingent right to receive one Eli Lilly common share. When the units vest, they convert into actual shares, as seen when 3,394 units turned into 3,394 shares on February 1, 2026 at a $0 exercise price.