Director Ralph Alvarez takes ELI LILLY (LLY) board fees in deferred stock units

Rhea-AI Filing Summary

ELI LILLY & Co director Ralph Alvarez reported an equity award tied to his board compensation. He acquired 11.985 shares of common stock on February 17, 2026 at a reference price of $1,036.05 per share as a grant, bringing his directly held stake to 55,491.627 shares.

According to the disclosure, he elected to defer this compensation into stock units under the Lilly Directors' Deferral Plan, which will be settled in common shares after he leaves board service. The filing also reports 758 shares held indirectly by a trust, with Alvarez disclaiming beneficial ownership beyond his economic interest.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Alvarez Ralph

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	11.985	$1,036.05	$12K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 55,491.627 shares (Direct); Common Stock — 758 shares (Indirect, By Trust)

Footnotes (1)

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. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
hours per response:			0.5

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^*

Alvarez Ralph

(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		11.985(1)	A	$1,036.05	55,491.627	D
Common Stock								758	I	By Trust(2)

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.

2. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Jonathan Groff for Ralph Alvarez, 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.
* 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) director Ralph Alvarez report?

Ralph Alvarez reported an equity award, acquiring 11.985 shares of ELI LILLY common stock as board compensation. The award was recorded at $1,036.05 per share and structured as deferred stock units under the Lilly Directors' Deferral Plan.

How many ELI LILLY (LLY) shares does Ralph Alvarez hold after this Form 4?

After the reported grant, Ralph Alvarez directly holds 55,491.627 ELI LILLY common shares. The filing also lists 758 additional shares held indirectly through a trust, with Alvarez disclaiming beneficial ownership beyond his pecuniary interest.

Was the ELI LILLY (LLY) Form 4 transaction a market purchase or a grant?

The transaction was a grant or award acquisition, not an open-market purchase. It reflects board compensation that Alvarez elected to receive as deferred stock units under the Lilly Directors' Deferral Plan, to be settled in shares after his service ends.

How is Ralph Alvarez’s ELI LILLY (LLY) director compensation structured in this filing?

Alvarez elected to defer cash compensation into stock units under the Lilly Directors' Deferral Plan. These units are based on ELI LILLY common stock and will be settled in actual shares following his separation from board service, aligning compensation with share performance.

What does the trust holding in the ELI LILLY (LLY) Form 4 mean for Alvarez?

The Form 4 reports 758 ELI LILLY shares held indirectly "By Trust." Alvarez disclaims beneficial ownership of those securities except to the extent of his pecuniary interest, indicating limited rights beyond their economic value to him.