Director Fyrwald acquires deferred Eli Lilly (LLY) stock units in grant

Rhea-AI Filing Summary

ELI LILLY & Co director J. Erik Fyrwald reported an equity award tied to his board compensation. On the reported date, he acquired 9.572 shares of common stock at a reference price of $1,036.05 per share, bringing his directly held total to 75,120.322 shares. According to the disclosure, he elected to defer this award into stock units under the Lilly Directors' Deferral Plan, to be settled in shares of common stock after he separates from board service.

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^*

Fyrwald J Erik

(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		9.572(1)	A	$1,036.05	75,120.322	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 J. Erik Fyrwald, 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.
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FAQ

What did Eli Lilly (LLY) director J. Erik Fyrwald report in this Form 4?

Director J. Erik Fyrwald reported an acquisition of Eli Lilly common stock as part of his board compensation. He received 9.572 shares at a reference price of $1,036.05 per share, structured as an equity award rather than an open-market purchase.

How many Eli Lilly (LLY) shares does J. Erik Fyrwald hold after this transaction?

After this equity award, J. Erik Fyrwald directly holds 75,120.322 Eli Lilly common shares. This total reflects the addition of 9.572 shares reported in the Form 4 and represents his direct ownership position disclosed in this filing.

Was the Eli Lilly (LLY) Form 4 transaction an open-market purchase or a grant?

The transaction was a grant or award acquisition, not an open-market purchase. The Form 4 uses transaction code “A,” indicating a grant, award, or other acquisition related to compensation rather than a buy order placed in the market.

What is the role of the Lilly Directors' Deferral Plan in this Eli Lilly (LLY) Form 4?

The Lilly Directors' Deferral Plan allows the director to defer equity compensation as stock units. Fyrwald elected to defer the shares acquired in this filing, with settlement to occur in Eli Lilly common stock after he separates from board service.

When will the deferred Eli Lilly (LLY) stock units reported by J. Erik Fyrwald be settled?

The deferred stock units will be settled in Eli Lilly common shares after Fyrwald’s separation from service as a director. The footnote explains that the award is deferred in lieu of cash compensation under the Lilly Directors' Deferral Plan.

Does the Eli Lilly (LLY) Form 4 indicate buying or selling by director J. Erik Fyrwald?

The Form 4 indicates an acquisition via a grant, not a sale. Fyrwald received 9.572 shares of Eli Lilly common stock as a compensation-related award, increasing his directly held position to 75,120.322 shares after the transaction.