Insider Diogo Rau has Eli Lilly (LLY) shares withheld for taxes

Rhea-AI Filing Summary

Eli Lilly executive Diogo Rau reported routine equity compensation activity. On February 1, 2026, 3,752 restricted stock units converted into the same number of Eli Lilly common shares at an exercise price of $0, increasing his directly held stock.

On the same day, 1,673.538 shares of common stock were withheld at a price of $1,037.15 per share, a transaction coded “F,” which typically reflects shares retained to cover taxes on vested awards. After these transactions, Rau directly owned 21,797.37 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^*

Rau Diogo

(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 & CIDO

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		3,752	A	$0	23,470.908	D
Common Stock	02/01/2026		F		1,673.538	D	$1,037.15	21,797.37	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			3,752	02/01/2026	02/01/2026	Common Stock	3,752	$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 Diogo Rau, 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.
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 insider transaction did Eli Lilly (LLY) executive Diogo Rau report?

Diogo Rau reported the vesting of 3,752 restricted stock units into Eli Lilly common stock. The RSUs converted at an exercise price of $0, reflecting equity compensation. This increased his holdings before a separate tax-withholding share transaction reduced the net amount.

How many Eli Lilly (LLY) shares did Diogo Rau acquire from RSU vesting?

He acquired 3,752 Eli Lilly common shares through the conversion of restricted stock units. Each unit represented a contingent right to receive one share, and they vested on February 1, 2026, at an exercise price of $0 per share as part of his compensation.

Why were 1,673.538 Eli Lilly (LLY) shares withheld in Diogo Rau’s Form 4?

The 1,673.538 shares were withheld in a transaction coded “F,” which indicates shares used to satisfy tax obligations on equity awards. They were valued at $1,037.15 per share, reducing the number of newly vested shares Rau ultimately retained after the RSU conversion.

How many Eli Lilly (LLY) shares does Diogo Rau own after these transactions?

After the reported transactions, Diogo Rau directly owns 21,797.37 Eli Lilly common shares. This figure reflects the 3,752 shares received from vested restricted stock units, minus the 1,673.538 shares withheld to cover taxes, as disclosed in the Form 4 filing.

What role does Diogo Rau hold at Eli Lilly (LLY)?

Diogo Rau is reported as an officer of Eli Lilly with the title EVP & CIDO. His Form 4 filing reflects equity compensation activity typical for senior executives, including restricted stock unit vesting and related share withholding for tax purposes.

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

Each restricted stock unit represents a contingent right to receive one share of Eli Lilly common stock. When the units vest, they convert into actual shares, as shown by the 3,752 RSUs that became 3,752 shares on February 1, 2026, in Rau’s account.