Eli Lilly (LLY) SVP nets shares after RSU exercise and tax withholding

Rhea-AI Filing Summary

ELI LILLY & Co SVP Donald A. Zakrowski exercised restricted stock units and had shares withheld for taxes. On the transaction date, 184 restricted stock units were converted into 184 common shares at $0.00 per share. To satisfy tax obligations, 81.553 common shares were disposed of at $1040.00 per share, leaving 3,525.89 directly owned shares and 1,728.57 common shares held indirectly through a 401(k) plan. Each restricted stock unit represents a contingent right to receive one share of common stock.

Insider Trade Summary

184 shares exercised/converted

Mixed 4 txns

Insider Zakrowski Donald A

Role SVP, Finance, & CAO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	184	$0.00	--
Exercise	Common Stock	184	$0.00	--
Tax Withholding	Common Stock	81.553	$1,040.00	$85K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct); Common Stock — 3,607.443 shares (Direct); Common Stock — 1,728.57 shares (Indirect, 401(k))

Footnotes (1)

1. The reported amount includes 7.458 shares previously withheld to satisfy tax withholding obligations arising prior to the vesting date of this award. Each restricted stock unit represents a contingent right to receive one share of Eli Lilly and Company common stock.

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^*

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)
02/16/2026

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	02/16/2026		M		184	A	$0	3,607.443	D
Common Stock	02/16/2026		F		81.553(1)	D	$1,040	3,525.89	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	(2)	02/16/2026		M			184	02/16/2026	02/16/2026	Common Stock	184	$0	0	D

Explanation of Responses:

1. The reported amount includes 7.458 shares previously withheld to satisfy tax withholding obligations arising prior to the vesting date of this award.

2. 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	02/18/2026
	** 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 transactions did Eli Lilly (LLY) executive Donald Zakrowski report?

Donald Zakrowski reported exercising 184 restricted stock units into common shares and a related tax-withholding disposition of 81.553 common shares at $1040.00 per share. These transactions reflect equity compensation activity rather than an open-market purchase or sale.

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

After the reported transactions, Donald Zakrowski directly owns 3,525.89 shares of Eli Lilly common stock. He also has indirect ownership of 1,728.57 shares held through a 401(k) plan, according to the filing’s post-transaction share balances.

What does the RSU exercise reported by Eli Lilly (LLY) SVP Donald Zakrowski mean?

The filing shows 184 restricted stock units were exercised, converting into 184 Eli Lilly common shares at $0.00 per share. Each restricted stock unit represents a contingent right to receive one share of common stock once vesting and other conditions are met.

Was the share disposition by Eli Lilly (LLY) executive Donald Zakrowski an open-market sale?

The disposition involved 81.553 shares at $1040.00 per share coded as “F,” meaning shares were delivered to pay the exercise price or tax liability. This reflects tax withholding, not a discretionary open-market share sale.

How are Donald Zakrowski’s indirect Eli Lilly (LLY) holdings structured in this filing?

The filing shows 1,728.57 Eli Lilly common shares held indirectly in a 401(k) plan. These are classified as indirect ownership, distinct from the 3,525.89 common shares he owns directly after the reported transactions.

What do the footnotes in Donald Zakrowski’s Eli Lilly (LLY) Form 4 explain?

The footnotes state that the reported amount includes 7.458 shares previously withheld to satisfy tax obligations before vesting. They also clarify that each restricted stock unit corresponds to one Eli Lilly common share when settled.