Ricks David A 4

What Happened
David A. Ricks, President, Chairman and CEO of Eli Lilly & Co. (LLY), converted 31,932 restricted stock units (RSUs) into shares on 2026-02-01 and had 14,296.654 of those shares disposed to satisfy tax withholding, producing $14,827,775. The RSU conversion is reported as an exercise/conversion of a derivative (code M) and the withholding sale is reported under code F.

Key Details

• Transaction date: 2026-02-01; Form 4 filed: 2026-02-03 (timely).
• Conversion: 31,932 RSUs converted to common shares (code M) at $0.00 per share (RSUs convert without exercise price).
• Withholding sale: 14,296.654 shares disposed at $1,037.15 per share for proceeds of $14,827,775 (code F — tax withholding).
• Net shares delivered to Ricks after withholding: 31,932 − 14,296.654 = 17,635.346 net shares retained from this conversion.
• Footnotes: F1 — reporting person disclaims beneficial ownership except to pecuniary interest; F2 — each RSU equals a contingent right to one share.
• Filing appears timely (not marked late).

Context
This was a routine RSU conversion with a portion of shares withheld/sold to cover tax obligations (a common post‑award tax-withholding mechanism), not an open-market purchase or a discretionary sale for investment purposes. For derivative transactions like RSU conversions, the conversion to shares followed by withholding/sale typically reflects tax settlement rather than an expression of market sentiment.