Eli Lilly (LLY) finance chief granted stock and RSU awards

Rhea-AI Filing Summary

Eli Lilly & Co senior vice president, finance, and chief accounting officer Donald A. Zakrowski acquired additional company equity on February 9, 2026. He received 583.784 shares of common stock as a grant or award at $1,044.67 per share, bringing his directly held common stock to 3,423.443 shares.

He also received a grant of 199.472 restricted stock units, each representing a contingent right to one share of common stock, with both exercisable and expiration dates of February 16, 2029. In addition, 1,728.57 common shares are held indirectly through a 401(k) plan.

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
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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^*

Zakrowski Donald A

(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)
	SVP, Finance, & CAO

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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	02/09/2026		A		583.784	A	$1,044.67	3,423.443	D
Common Stock								1,728.57	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)	02/09/2026		A		199.472		02/16/2029	02/16/2029	Common Stock	199.472	$0	199.472	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 Donald A. Zakrowski, pursuant to authorization on file	02/11/2026
	** 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 insider transaction did Eli Lilly (LLY) SVP Donald Zakrowski report?

Donald A. Zakrowski reported equity awards from Eli Lilly. On February 9, 2026, he acquired 583.784 shares of common stock as a grant or award and 199.472 restricted stock units, increasing his directly held common stock to 3,423.443 shares.

How many Eli Lilly (LLY) shares does Donald Zakrowski own after this Form 4?

After the reported transactions, Donald A. Zakrowski directly owns 3,423.443 shares of Eli Lilly common stock. He also has 199.472 restricted stock units outstanding and an additional 1,728.57 shares held indirectly through a 401(k) plan, according to the filing.

What price was used for Donald Zakrowski’s Eli Lilly (LLY) stock grant?

The common stock grant to Donald A. Zakrowski was recorded at a price of $1,044.67 per share for 583.784 shares. This reflects the valuation of the grant on February 9, 2026, as disclosed in the Form 4 insider transaction report.

What are the terms of Donald Zakrowski’s Eli Lilly (LLY) restricted stock units?

Donald A. Zakrowski received 199.472 restricted stock units, each representing a contingent right to one share of Eli Lilly common stock. These units have both exercisable and expiration dates of February 16, 2029, and are held directly with a reported price of $0 per unit.

How is Donald Zakrowski related to Eli Lilly (LLY) as an insider?

Donald A. Zakrowski is an officer of Eli Lilly, serving as senior vice president, finance, and chief accounting officer. His position makes him a reporting insider under Section 16 rules, requiring disclosure of equity awards and changes in ownership through Form 4 filings.

Does Donald Zakrowski hold any Eli Lilly (LLY) shares indirectly?

Yes. In addition to his directly held shares, Donald A. Zakrowski has 1,728.57 Eli Lilly common shares reported as indirectly owned through a 401(k) plan. This indirect ownership is disclosed separately from his direct holdings in the Form 4 filing.