Eli Lilly (NYSE: LLY) EVP Jonsson exercises 3,930 RSUs, withholds 1,752 shares

Rhea-AI Filing Summary

Eli Lilly executive Patrik Jonsson, EVP & President, LLY International, reported equity transactions in company stock on February 1, 2026. He exercised 3,930 restricted stock units, receiving the same number of Eli Lilly common shares at an exercise price of $0 per share.

To cover taxes from this vesting, 1,752.071 shares of common stock were withheld or disposed of at $1,037.15 per share under transaction code "F." After these transactions, Jonsson directly owned 55,828.568 shares of Eli Lilly common stock and indirectly held 608.95 shares 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

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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^*

Jonsson Patrik

(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 & President, LLY Int'l

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		3,930	A	$0	57,580.639	D
Common Stock	02/01/2026		F		1,752.071	D	$1,037.15	55,828.568	D
Common Stock								608.95	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			3,930	02/01/2026	02/01/2026	Common Stock	3,930	$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 Patrik Jonsson, 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.
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FAQ

What insider transactions did Patrik Jonsson report at Eli Lilly (LLY)?

Patrik Jonsson reported exercising 3,930 restricted stock units into common shares and a related tax withholding transaction of 1,752.071 Eli Lilly shares on February 1, 2026. These moves reflect routine equity compensation activity for a senior executive.

How many Eli Lilly (LLY) RSUs did Patrik Jonsson exercise in this Form 4?

He exercised 3,930 restricted stock units, each representing a contingent right to receive one share of Eli Lilly common stock. Upon exercise on February 1, 2026, those units converted into 3,930 common shares at an exercise price of $0 per share.

Why were 1,752.071 Eli Lilly (LLY) shares reported under code F?

The 1,752.071 shares reported under transaction code F represent shares disposed of to cover tax withholding obligations from the RSU vesting. They were priced at $1,037.15 per share, a common mechanism when equity awards vest for executives.

How many Eli Lilly (LLY) shares does Patrik Jonsson own after these transactions?

After the reported transactions, Patrik Jonsson directly owned 55,828.568 Eli Lilly common shares. He also indirectly held 608.95 additional shares through a 401(k) plan, reflecting his ongoing equity stake in the company following the RSU exercise and tax withholding.

What is the role of Patrik Jonsson at Eli Lilly (LLY) in this Form 4?

In this filing, Patrik Jonsson is identified as an officer of Eli Lilly, serving as EVP & President, LLY International. His position explains why his equity transactions in Eli Lilly common stock and restricted stock units must be reported on Form 4.

What does each restricted stock unit represent in this Eli Lilly (LLY) filing?

Each restricted stock unit represents a contingent right to receive one share of Eli Lilly common stock. When vesting conditions are met, RSUs convert into common shares, as occurred with the 3,930 units exercised by Patrik Jonsson on February 1, 2026.